Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i) and (ii) and Section 6.1(b)(i) and (ii) shall terminate on the eighteen- month anniversary of the Closing Date except as otherwise provided in Section 6.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii) and (iv) and Section 6.1(b)(iii) and (iv) shall terminate on the 60 day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 or Section 4.11 (such breach under any such Section, a “Title Representation Breach”) shall terminate the later of (A) on the third anniversary of the Closing Date or (B) ninety days following the completion of any of the Expansions to which the representations and warranties made in Section 4.9, Section 4.10 or Section 4.11 relate; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 shall not exceed the Consideration. (c) No claims may be made against EQT Gathering or EQT Gathering Holdings for indemnification pursuant to Section 6.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering Holdings, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b). (d) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000. (e) In no event shall EQT Gathering or EQT Gathering Holdings be obligated to the EQM Protected Parties under Section 6.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (f) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance or otherwise) to the EQT Gathering Protected Parties after the Effective Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings prior to the Effective Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i8.1(a)(i) and (ii) and Section 6.1(b)(i8.1(b)(i) and (ii) shall terminate on the eighteen- 18-month anniversary of the applicable Closing Date except as otherwise provided in Section 6.2(a)(iii8.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii) and (iv8.1(a)(iii) and Section 6.1(b)(iii) and (iv8.1(b)(iii) shall terminate on the 60 60th day after the termination of any the applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.94.9 (Capitalization; Title to Subject Interests), Section 4.10 (Title to Real Property) or Section 4.11 (Title to Personal Property; Condition of Assets) (such breach under any such Section, a “Title Representation Breach”) shall terminate the later of (A) on the third anniversary of the applicable Closing Date or (B) ninety days following the completion of any of the Expansions to which the representations and warranties made in Section 4.9, Section 4.10 or Section 4.11 relate; Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a8.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings Corporation under Section 6.1(a)(i8.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.14.1 (Organization), Section 4.24.2 (Authority and Approval), and Section 4.174.17 (Brokers), shall not exceed 15% of the ConsiderationCash Amount. The aggregate liability of EQT Gathering and EQT Gathering Holdings Corporation under Section 6.1(a)(i8.1(a)(i) for Title th Representation Breaches, under or arising from Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.14.1 (Organization), Section 4.24.2 (Authority and Approval), and Section 4.17 (Brokers) shall not exceed the ConsiderationCash Amount. (c) The aggregate liability of EQM under ‎Section 8.1(b)(i) other than for liability arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers), shall not exceed 15% of the Cash Amount. The aggregate liability of EQM under ‎Section 8.1(b)(i) arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers) shall not exceed the Cash Amount (d) No claims may be made against EQT Gathering or EQT Gathering Holdings Corporation for indemnification pursuant to Section 6.1(a)(i8.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering Holdings, as applicable, Corporation shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b8.2(b). (de) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i8.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000. (ef) In no event shall EQT Gathering or EQT Gathering Holdings Corporation be obligated to the EQM Protected Parties under Section 6.1(a8.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (fg) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b‎Section 8.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance or otherwise) to the EQT Gathering Protected Parties after the applicable Effective Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings Corporation prior to the applicable Effective Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i9.1(a)(i) and (ii), Section 9.1(b)(i) and (ii), and Section 6.1(b)(i9.1(c)(i) and (ii) shall terminate on the eighteen- eighteen-month anniversary of the applicable Closing Date except as otherwise provided in Section 6.2(a)(iii9.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii9.1(a)(iii) and (iv), Section 9.1(b)(iii) and Section 6.1(b)(iii9.1(c)(iii) and (iv) shall terminate on the 60 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 or Section 4.11 (such breach under any such either Section, a “Title Representation Breach”) or Section 5.10 shall terminate on the later of (A) on the third anniversary of the Closing Date of the Asset Contribution or (B) ninety days following the completion of any of the MPPS Expansions to which the representations and warranties a representation or warranty made in Section 4.9, 4.9 or Section 4.10 or Section 4.11 relate; directly relates; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a9.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings EESH under Section 6.1(a)(i9.1(a)(i) and Section 9.1(b)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, Breach by EQT Gathering shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings EESH under Section 6.1(a)(i9.1(a)(i) and Section 9.1(b)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 Breaches shall not exceed the ConsiderationConsideration paid pursuant to Section 2.8 (a) and (b) of this Agreement. (c) The aggregate liability of EQM under Section 9.1(c)(i) with respect to a breach of the representations and warranties set forth in Section 3.5 of this Agreement, shall not exceed the dollar value on the Closing Date of the Asset Contribution of the Consideration paid pursuant to Sections 2.8(c) and (d) of this Agreement. (d) No claims may be made against EQT Gathering or EQT Gathering Holdings EESH for indemnification pursuant to Section 6.1(a)(i9.1(a)(i) or Section 9.1(b) (i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering HoldingsEESH, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b9.2(b). (de) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i9.1(c)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 9.2(c). (ef) In no event shall EQT Gathering or EQT Gathering Holdings EESH be obligated to the EQM Protected Parties under Section 6.1(a9.1(a) or Section 9.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (fg) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b9.1(c) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance contribution or otherwise) to the EQT Gathering Protected Parties after the Effective applicable Closing Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings Energy or Subco prior to the Effective applicable Closing Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i8.1(a)(i) and (ii) (other than for a breach of Section 5.9 and Section 6.1(b)(i5.10 of this Agreement) and Section 8.1(b)(i) and (ii) shall terminate on the eighteen- eighteen-month anniversary of the Closing Date except as otherwise provided in Section 6.2(a)(iii8.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii8.1(a)(iii) and (iv) and Section 6.1(b)(iii8.1(b)(iii) and (iv) shall terminate on the 60 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, 4.9 and Section 4.10 or Section 4.11 (such breach under any such Section, a “Title Representation Breach”) shall terminate the later of (A) on the third anniversary of the Closing Date or (B) ninety days following the completion of any of the Expansions to which the representations and warranties made in Section 4.9, Section 4.10 or Section 4.11 relate; Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a8.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i8.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, Breach shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i8.1(a)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 Breaches shall not exceed the ConsiderationConsideration paid pursuant to Section 2.8(a) of this Agreement. (c) The aggregate liability of EQM under Section 8.1(b)(i) with respect to a breach of the representations and warranties set forth in Section 3.5 of this Agreement, shall not exceed the dollar value on the Closing Date of the Consideration paid pursuant to Sections 2.8(b) and (c) of this Agreement. (d) No claims may be made against EQT Gathering or EQT Gathering Holdings for indemnification pursuant to Section 6.1(a)(i8.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering Holdings, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b8.2(b). (de) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i8.2(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 8.2(c). (ef) In no event shall EQT Gathering or EQT Gathering Holdings be obligated to the EQM Protected Parties under Section 6.1(a8.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (fg) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b8.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance contribution or otherwise) to the EQT Gathering Protected Parties after the Effective Closing Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings prior to the Effective Closing Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i) and (ii) and Section 6.1(b)(i) and (ii) shall terminate on the eighteen- eighteen-month anniversary of the Closing Date except as otherwise provided in Section 6.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii) and (iv) and Section 6.1(b)(iii) and (iv) shall terminate on the 60 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 or Section 4.11 (such breach under any such Section, a “Title Representation Breach”) shall terminate the later of (A) on the third anniversary of the Closing Date or (B) ninety days following the completion of any of the Expansions to which the representations and warranties made in Section 4.9, Section 4.10 or Section 4.11 relate; relate; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings under Section 6.1(a)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 shall not exceed the Consideration. (c) No claims may be made against EQT Gathering or EQT Gathering Holdings for indemnification pursuant to Section 6.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering Holdings, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b). (d) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000. (e) In no event shall EQT Gathering or EQT Gathering Holdings be obligated to the EQM Protected Parties under Section 6.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (f) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance or otherwise) to the EQT Gathering Protected Parties after the Effective Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings prior to the Effective Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 6.1(a)(i9.1(a)(i) and (ii), Section 9.1(b)(i) and (ii), and Section 6.1(b)(i9.1(c)(i) and (ii) shall terminate on the eighteen- eighteen-month anniversary of the applicable Closing Date except as otherwise provided in Section 6.2(a)(iii9.2(a)(iii) below, (ii) set forth in Section 6.1(a)(iii9.1(a)(iii) and (iv), Section 9.1(b)(iii) and Section 6.1(b)(iii9.1(c)(iii) and (iv) shall terminate on the 60 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 or Section 4.11 (such breach under any such either Section, a “Title Representation Breach”) or Section 5.10 shall terminate on the later of (A) on the third anniversary of the Closing Date of the Asset Contribution or (B) ninety days following the completion of any of the MPPS Expansions to which the representations and warranties a representation or warranty made in Section 4.9, 4.9 or Section 4.10 or Section 4.11 relate; directly relates; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 6.2(a9.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of EQT Gathering and EQT Gathering Holdings EESH under Section 6.1(a)(i9.1(a)(i) and Section 9.1(b)(i) other than for liability arising from a Title Representation Breach, or Section 4.1, Section 4.2, and Section 4.17, Breach by EQT Gathering shall not exceed 15% of the Consideration. The aggregate liability of EQT Gathering and EQT Gathering Holdings EESH under Section 6.1(a)(i9.1(a)(i) and Section 9.1(b)(i) for Title th Representation Breaches, under Section 6.1(c) for Future AVC Assignments Indemnification, or under Section 4.1, Section 4.2, and Section 4.17 Breaches shall not exceed the ConsiderationConsideration paid pursuant to Section 2.8(a) and (b) of this Agreement. (c) The aggregate liability of EQM under Section 9.1(c)(i) with respect to a breach of the representations and warranties set forth in Section 3.5 of this Agreement, shall not exceed the dollar value on the Closing Date of the Asset Contribution of the Consideration paid pursuant to Sections 2.8(c) and (d) of this Agreement. (d) No claims may be made against EQT Gathering or EQT Gathering Holdings EESH for indemnification pursuant to Section 6.1(a)(i9.1(a)(i) or Section 9.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EQT Gathering HoldingsEESH, as applicable, shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 6.2(b9.2(b). (de) No claims may be made against EQM for indemnification pursuant to Section 6.1(b)(i9.1(c)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 9.2(c). (ef) In no event shall EQT Gathering or EQT Gathering Holdings EESH be obligated to the EQM Protected Parties under Section 6.1(a9.1(a) or Section 9.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons. (fg) In no event shall EQM be obligated to the EQT Gathering Protected Parties under Section 6.1(b9.1(c) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Gathering Protected Parties, such correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance contribution or otherwise) to the EQT Gathering Protected Parties after the Effective applicable Closing Date for any Adverse Consequences owed by EQT Gathering or EQT Gathering Holdings Energy or Subco prior to the Effective applicable Closing Date.