Conflicts Committee has the meaning set forth in the HESM Company
Agreement.
Contract means any written contract, agreement, indenture, instrument, note, bond, loan, lease,
easement, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or
modifications thereof and waivers relating thereto.
Control means, where used with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms Controlling and
Controlled have correlative meanings.
Enforceability Exceptions has the meaning given to such term
in Section 3.2.
General Partner has the meaning given to such term in the recitals
hereto.
Governmental Authority means any applicable multinational, foreign, federal, state, local or other
governmental statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority that has any jurisdiction over a matter.
Group Member has the meaning given to such term in the HESM Company Agreement.
HESM Company Agreement means the Amended and Restated Agreement of Limited Partnership of Hess Midstream, dated as
of December 16, 2019.
HESM OpCo has the meaning given to such term in the preamble hereto.
Hess Midstream has the meaning given to such term in the preamble hereto.
Lien means (a) any lien, hypothecation, pledge, collateral assignment, security interest, charge or encumbrance
of any kind, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent (including any agreement to give any of the foregoing) and any option, trust or other preferential
arrangement having the practical effect of any of the foregoing, other than in each case, the restrictions under applicable federal, state and other securities laws, the limited liability company agreement or limited partnership agreement, as
applicable, of either of the Sponsors, as applicable, and (b) any purchase option, right of first refusal, right of first offer, call or similar right of a third party.
Material Adverse Effect means, with respect to any Person, any change, circumstance, effect or condition that,
individually or in the aggregate, (a) would have a material adverse effect on the business, properties, management, financial position or results of operations of such Person and its subsidiaries, taken as a whole, or (b) would have a
material adverse effect on the performance by such Person of its obligations under this Agreement.
OpCo
Class B Unit has the meaning given to such term in the HESM Company Agreement.
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