Common use of Enforceability of the Operative Agreements Clause in Contracts

Enforceability of the Operative Agreements. The Operative Agreements have been duly authorized, executed and delivered by the Pennsylvania EQT Entities that are party thereto, and the Equitrans LP Agreement, the Contribution Documents, the Sunrise Lease, the Omnibus Agreement and the Services Agreement, assuming the due authorization, execution and delivery by the other parties thereto, are valid and legally binding agreements of the Pennsylvania EQT Entities that are parties thereto, enforceable against such Pennsylvania EQT Entities that are parties thereto in accordance with their terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Enforceability of the Operative Agreements. The Operative Agreements have been duly authorized, executed and delivered by the Pennsylvania Delaware EQT Entities that are party parties thereto, and the Equitrans LP Partnership Agreement, the Contribution DocumentsGP LLC Agreement, the Sunrise LeaseOperating Company LLC Agreement, the Omnibus Equitrans Services LLC Agreement and the Services New Credit Agreement, assuming the due authorization, execution and delivery by the other parties thereto, are valid and legally binding agreements of the Pennsylvania EQT Entities that are parties thereto, enforceable against such Pennsylvania EQT Entities that are parties thereto in accordance with their terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Enforceability of the Operative Agreements. The Operative Agreements (other than the Credit Agreement) have been duly authorized, executed and delivered by each of the Pennsylvania EQT Delek Entities that are party theretoparties thereto (other than Lion Oil), and the Equitrans LP Operative Agreements (other than the Credit Agreement, the Contribution Documents, the Sunrise Lease, the Omnibus Agreement and the Services Agreement), assuming the due authorization, execution and delivery by the other parties thereto, are valid and legally binding agreements of the Pennsylvania EQT Delek Entities (other than Lion Oil) that are parties thereto, enforceable against such Pennsylvania EQT Delek Entities that are parties thereto in accordance with their terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ), and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.dealing.1