Common use of Other Effects of the Merger Clause in Contracts

Other Effects of the Merger. The Merger shall be conducted in accordance with and shall have the effects set forth in this Agreement and the applicable provisions of DRULPA and DLLCA. At the Effective Time, (i) the certificate of limited partnership of WPZ shall continue as the certificate of limited partnership of the surviving entity in the Merger, (ii) the WPZ Partnership Agreement shall be amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Surviving WPZ Partnership Agreement”), and, as so amended and restated, shall continue in effect until thereafter changed or amended as provided therein or by applicable Law and in each case consistent with the obligations set forth in Section 5.9(a), (iii) pursuant to the Surviving WPZ Partnership Agreement, New General Partner shall be admitted as the sole general partner of WPZ with a 0% non-economic general partner interest in WPZ and WPZ General Partner shall simultaneously cease to be a general partner of WPZ, (iv) ACMP shall be admitted to WPZ as the sole limited partner of WPZ and all limited partners of WPZ immediately prior to the Merger shall simultaneously cease to be limited partners of WPZ, (v) each of ACMP and New General Partner shall be bound by the Surviving WPZ Partnership Agreement upon execution and delivery thereof by New General Partner and ACMP, (vi) WPZ shall continue without dissolution, and (vii) the books and records of WPZ shall be revised to reflect the foregoing. ACMP General Partner consents to the admission to ACMP as a limited partner of ACMP of each Holder of WPZ Common Units who is issued ACMP Common Units in exchange for such Holder’s WPZ Common Units in accordance with this Article II upon the proper Surrender of a WPZ Certificate or Book-Entry WPZ Common Units. Upon such Surrender of a WPZ Certificate (or upon a waiver of the requirement to Surrender a WPZ Certificate granted by ACMP General Partner in its sole discretion) or Book-Entry WPZ Common Units, the recording of the name of such Person as a limited partner of ACMP (and as the Record Holder (as such term is defined in the ACMP Partnership Agreement) of such ACMP Common Units) on the books and records of ACMP and its Transfer Agent (as such term is defined in the ACMP Partnership Agreement), and the issuance of ACMP Common Units to such Person in accordance with Section 2.1, such Person shall automatically be admitted to ACMP as a limited partner of ACMP and be bound by the ACMP Partnership Agreement as such in accordance with Section 10.1(b) of the ACMP Partnership Agreement. By its Surrender of a WPZ Certificate or Book-Entry WPZ Common Units, or by its acceptance of ACMP Common Units, a former Holder of WPZ Common Units confirms its agreement to be bound by all of the terms and conditions of the ACMP Partnership Agreement, including any power of attorney granted therein.

Other Effects of the Merger. The Merger shall be conducted in accordance with and shall have the effects set forth in this Agreement and the applicable provisions of DRULPA and DLLCA. At the Effective Time, (i) the QEPM Partnership Agreement shall continue in effect until thereafter changed or amended as provided therein or by applicable Law, (ii) the certificate of limited partnership of WPZ QEPM shall continue as the certificate of limited partnership of the surviving entity in the Merger, (ii) the WPZ Partnership Agreement shall be amended and restated to read in its entirety as set forth in Exhibit A hereto (the “Surviving WPZ Partnership Agreement”), and, as so amended and restated, shall continue in effect until thereafter changed or amended as provided therein or by applicable Law and in each case consistent with the obligations set forth in Section 5.9(a), (iii) pursuant to the Surviving WPZ Partnership Agreement, New General Partner shall be admitted as the sole general partner of WPZ with a 0% non-economic general partner interest in WPZ and WPZ General Partner shall simultaneously cease to be a general partner of WPZ, (iv) ACMP shall be admitted to WPZ as the sole limited partner of WPZ and all limited partners of WPZ immediately prior to the Merger shall simultaneously cease to be limited partners of WPZ, (v) each of ACMP and New General Partner shall be bound by the Surviving WPZ Partnership Agreement upon execution and delivery thereof by New General Partner and ACMP, (vi) WPZ shall continue without dissolution, and (vii) the books and records of WPZ shall be revised to reflect the foregoing. ACMP TLLP General Partner consents to the admission to ACMP TLLP as a limited partner of ACMP TLLP of each Holder of WPZ QEPM Common Units who is issued ACMP TLLP Common Units in exchange for such Holder’s WPZ QEPM Common Units in accordance with this Article II upon the proper Surrender of a WPZ QEPM Certificate or Book-Entry WPZ QEPM Common Units. Upon such Surrender of a WPZ QEPM Certificate (or upon a waiver of the requirement to Surrender a WPZ QEPM Certificate granted by ACMP TLLP General Partner in its sole discretion) or Book-Entry WPZ QEPM Common Units, Units and the recording of the name and admission of such Person as a limited partner of ACMP TLLP (and as the Record Holder (as such term is defined in the ACMP TLLP Partnership Agreement) of such ACMP TLLP Common Units) on the books and records of ACMP TLLP and its Transfer Agent (as such term is defined in the ACMP TLLP Partnership Agreement), and the issuance of ACMP Common Units to such Person in accordance with Section 2.1, such Person shall automatically and effective as of the Effective Time be admitted to ACMP TLLP as a limited partner of ACMP TLLP and be bound by the ACMP TLLP Partnership Agreement as such in accordance with Section 10.1(b) of the ACMP Partnership Agreementsuch. By its Surrender of a WPZ QEPM Certificate or Book-Entry WPZ QEPM Common Units, or by its acceptance of ACMP TLLP Common Units, a former Holder of WPZ QEPM Common Units confirms its agreement to be bound by all of the terms and conditions of the ACMP TLLP Partnership Agreement, including any power of attorney granted therein.