REPRESENTATIONS AND WARRANTIES OF EQT GATHERING AND EQT GATHERING HOLDINGS. All representations and warranties of EQT Gathering and EQT Gathering Holdings are made subject to the exceptions noted in the schedules delivered by EQT Gathering and EQT Gathering Holdings to EQM, EQM Gathering Opco, Equitrans Investments and Equitrans LP concurrently herewith and identified by the parties as the “Seller Disclosure Schedules.” EQT Gathering and EQT Gathering Holdings may, at their option, include in the Seller Disclosure Schedules items that are not material or required to be disclosed in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material or required to be disclosed, to establish any standard of materiality, or to define further the meaning of such terms for purposes of this Agreement. Any disclosure set forth on any particular schedule with specific reference to the particular section or subsection of this Agreement to which the information set forth in the schedule relates shall be deemed disclosed with respect to other sections or subsections of this Agreement only if it is reasonably apparent from a reading of such disclosure that such disclosure also relates to such other sections or subsections. The representations and warranties of EQT Gathering and EQT Gathering Holdings shall expire on the eighteen month anniversary of the Closing Date and shall no longer be of any force or effect thereafter, provided, however, that (i) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority and Approval), Section 4.3 (No Conflict; Required Filings and Consents), Section 4.9 (Capitalization; Title to Subject Interests) and Section 4.17 (Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.13 (Taxes) shall survive until the sixtieth day following the expiration of the applicable statute of limitations with respect to the matters covered thereby, and (iii) the representations and warranties set forth in Section 4.10 (Title to Real Property) and Section 4.11 (Title to Personal Property; Condition of Assets) shall survive until the later of (A) the third anniversary of the Closing Date or (B) ninety days following the completion of any Expansions to which a representation or warranty made in Section 4.10 or Section 4.11 directly relates. EQT Gathering and EQT Gathering Holdings hereby represents and warrants as of the Closin...
