Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Series A Preferred Stock,” “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Related to Our REIT Status and Certain Other Tax Considerations,” “Legal ProceedingsRisk Factors—Risks Related to Our Company—Maintaining an exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory MattersOur Cash Distribution Policy and Restrictions on Distributions,” “Legal ProceedingsProvisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPro Forma Liquidity and Capital Resources—Regulatory AccountingNew Credit Facility,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersPredecessor Liquidity and Capital Resources—Predecessor Credit Facility,” “Business—Environmental Matters and in Item 13 thereof under the caption Regulation,” “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “The Partnership Agreement” and “Material Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Amended and Restated Partnership Agreement, the A&R General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” Liquidity and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersCapital Resources,” “Business—Environmental Matters and in Item 13 thereof under the caption Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Certain Relationships and Related Party Transactions, ,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and Director Independence“Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Company’s Partnership Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Risk Factors—Risks Related to Our Organizational Structure,” “Organizational Structure,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Carvana Parties’ charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the caption captions “Risk Factors¾Risks Related to Our Intellectual Property,” “Business—Governmental Regulation and Product Approval,” “Business—Patents and Proprietary Rights,” “Business-Legal Proceedings,” “Description of Capital Stock,” “Executive Compensation¾Stock and Benefit Plans,” “Executive Compensation¾Employment Agreements and Severance Agreements” and “Material United States Federal Income Tax ConsequencesConsequences for Non-U.S. Stockholders,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions14, and Director Independence,” in each case to the extent that it the description provided constitutes matters of law, summaries of legal matters, agreements, documents or proceedings, are accurate and fair summaries of provisions of the Company’s Organizational Documents or any other instruments or such legal matters, agreements, summaries of legal documents or proceedings, or legal conclusions, is correct in all material respectsas the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as requiredrequired by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of Capital Stock,” and “Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013 under the captions “BusinessService of Process and Enforcement of Liabilities”, “Business Overview—Gas Utility—Regulatory MattersEnvironmental and other Regulations,” “Major Shareholders and Related Party Transactions—Related Party Transactions,” “Financial Information—Legal Proceedings,” “Management’s Discussion Additional Information—Share Capital,” “Additional Information—Articles of Incorporation and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingBylaws,” and “Management’s Discussion Additional Information—Exchange Controls and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceOther Limitations Affecting Stockholders,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of the Series D Preferred Stock,” “Description of Common Stock and Preferred Stock” and “Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersTax Risks,” “Legal ProceedingsRisk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Organizational Structure,” “Description of Capital Stock,” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Carvana Parties’ charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Prospectus and the any Permitted Free Writing Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required. This Agreement conforms, and each Terms Agreement will conform, in all material respects to the description thereof contained in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Prospectus Summary—Operating and Regulatory Structure,” “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Related to Our REIT Status and Certain Other Tax Considerations,” “Legal ProceedingsRisk Factors—Risks Related to Our Company—Avoiding the need to register under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Party Transactions, and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Our Cash Distribution Policy,” “Description of Common Units,” “The Partnership Agreement,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and “Material U.S. Federal Income Tax Considerations Supplement” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2014 under “Risk Factors—Tax Risks to Common Unitholders,” “Certain Relationships and Related Transactions and Director Independence” and “Business—Government Regulation” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis 15 of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related TransactionsPart II, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Partnership Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingOperations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Management’s Discussion and Analysis Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Financial Condition and Results of Operations—Regulatory Mattersour Common Stock,” and the information in Item 13 thereof the Registration Statement under the caption “Certain Relationships Items 14 and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as requiredrequired by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Our Cash Distribution Policy” “Description of Common Units,” “The Partnership Agreement,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and “Material Tax Considerations” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2013 under “Risk Factors—Tax Risks to Common Unitholders,” “Certain Relationships and Related Transactions and Director Independence” and “Business—Government Regulation” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis 15 of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related TransactionsPart II, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Partnership Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesOur Cash Distribution Policy and Restrictions on Distributions,” “Provisions of our Partnership Agreement Relating to Cash Distributions and the information in the Annual Report under the captions Management Incentive Fee,” “Business—Gas Utility—Regulatory MattersEnvironmental Matters and Regulation,” “Legal ProceedingsBusiness—Other Regulation of the Oil and Natural Gas Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “The Partnership Agreement,” and “Material Tax Consequences” (and any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersTax Risks,” “Legal ProceedingsCash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesLiquidity and Capital Resources,” “Business—Regulatory AccountingRegulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” and “Management’s Discussion and Analysis of Financial Condition and Results of OperationsBusiness—Regulatory Environmental Matters,” and in Item 13 thereof under the caption “Business—Legal Proceedings,” “Management,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest and Duties,” “Description of the Common Units,” “Our Partnership Agreement” and “Material Federal Income Tax Consequences,” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Risk Factors—Tax Risks to Common Unitholders,” “Our Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Business—Government Regulation,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “The Partnership Agreement” and “Material United States Federal Income Tax Consequences,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis 15 of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related TransactionsPart II, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Partnership Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as amended, under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Related to Our REIT Status and Certain Other Tax Considerations,” “Risk Factors—Legal Proceedingsand Regulatory Risks—Maintaining an exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended, under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Related to Our REIT Status and Certain Other Tax Considerations,” “Legal ProceedingsRisk Factors—Risks Related to Our Company—Maintaining an exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesLiquidity and Capital Resources,” “Business—Regulatory AccountingEnvironmental Matters and Regulation,” “Legal Proceedings,” “Our Cash Distribution Policy,” “Related Party Transactions,” “Description of Common Units,” “U.S. Federal Income Tax Considerations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceTax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of any of the Company’s Partnership Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included in the Pre-Pricing Statutory Prospectus and the Prospectus (i) under the caption captions “Provisions of our Partnership Agreement Relating to Cash Distributions and the Management Incentive Fee,” “Certain Relationships and Related Party Transactions,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “The Partnership Agreement,” and “Material United States Federal Income Tax Consequences” and (ii) incorporated by reference from the information in the Partnership’s Annual Report on Form 10-K under the captions “Business—Gas Utility—Regulatory Environmental and Occupational Safety and Health Matters,” “Legal Proceedings,Business—Other Regulation of the Oil and Natural Gas Industry” “Management’s Discussion (and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and any similar information contained in Item 13 thereof under the caption “Certain Relationships and Related Transactionseach Permitted Free Writing Prospectus), and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions contained in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus (i) under the caption captions “Provisions of Our Partnership Agreement Relating to Cash Distributions and the Management Incentive Fee,” “Description of the Units,” “The Partnership Agreement,” “Material United States Tax Consequences” and “Material U.S. Federal Income Tax Consequences” and (ii) incorporated by reference from the information in the Partnership’s Annual Report on Form 10-K under the captions “Business—Gas Utility—Regulatory Environmental and Occupational Safety and Health Matters,” “Legal Proceedings,Business—Other Regulation of the Oil and Natural Gas Industry” “Management’s Discussion (and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and any similar information contained in Item 13 thereof under the caption “Certain Relationships and Related Transactionseach Permitted Free Writing Prospectus), and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or Disclosure Package and the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships Relationship and Related Transactions, and Director Independence,” (as such information has been modified, supplemented or superseded by information included in the General Disclosure Package and the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Documents, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the caption captions “Material Description of Common Stock,” and “Certain United States Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended 2015 under the captions “Business—Gas Utility—-Regulation and Rates,” “Risk Factors-Risks Related to our Business Generally-Regulatory MattersRisk,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” -Liquidity and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceCapital Resources,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesConsiderations for Non-US Holders” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPolicies—Regulatory AccountingRegulated Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesConsiderations for Non-US Holders” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPolicies—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in (A) in, or incorporated by reference into, the Pre-Pricing Prospectus and the Prospectus under the caption captions “Risk Factors,” “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and the information (B) in the Annual Report under Company’s annual report on Form 10-K, filed with the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof Commission on March 6, 2019, under the caption “Item 1. Business – Regulation,” which is incorporated by reference into each of the Pre-Pricing Prospectus and the Prospectus, and (C) in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 14, 2019, under the caption “Proposal 1: Election of Directors – Certain Relationships and Related Party Transactions, and Director Independence,” which is incorporated by reference into each of the Pre-Pricing Prospectus and the Prospectus, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the caption captions “Risk Factors—Risks Related to Our Company,” “Risk Factors—Risks Relating to This Offering and Our Common Stock,” “Business—Regulatory and Compliance Matters,” “Business—Intellectual Property and Technical Infrastructure,” “Business—Legal Proceedings,” “Business—Emerging Growth Company,” “Executive Compensation—Xxxxxx & Xxxxxx Group, Inc. 2011 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Description of Our Capital Stock,” “Material United States U.S. Federal Income Tax Consequences” Consequences to Non-U.S. Holders,”1 and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or any bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required. 1 We will update section references to the sections in the final Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material Risk Factors—Risks Related to our Organization and Structure,” Risk Factors—Risks Relating to Regulatory Matters,” “Business—Government Regulation,” “Business—Legal Proceedings,” “Executive Compensation—Long-Term Equity Incentive Compensation,” “Executive Compensation—2020 Omnibus Incentive Plan,” “Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” and “Certain United States Federal Income and Estate Tax ConsequencesConsiderations to Non-U.S. Holders,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations” and the information in the Annual Report under the captions Table of Contents “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesDescription of Capital Stock—Common Stock” and “Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws,” the information in the Registration Statement under Item 15, and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 under the captions “Business—Gas Utility—Regulatory MattersGovernmental Regulation,” “Legal ProceedingsBusiness—Intellectual Property,” “Management’s Discussion Notes to Consolidated Financial Statements — 3. Collaboration, License and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingPurchase Agreements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respectsare accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as requiredrequired by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPolicies—Regulatory AccountingRegulated Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the caption captions “Material Risk Factors—Risks Related to our Common Stock”, “Description of Capital Stock” and “Certain United States Federal Income Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2019 and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 25, 2020, in each case under the captions “Business—Gas Utility—Regulatory MattersGovernmental Regulations,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” Liquidity and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related TransactionsCapital Resources”, as applicable, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the caption captions “Material United States Description of Capital Stock” and “Certain U.S. Federal Income Tax ConsequencesConsequences to Non-U.S. Holders” and the information in the Company’s Annual Report under on Form 10-K for the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof fiscal year ended December 31, 2016 under the caption “Certain Relationships and Related Transactions, and Director Independence,Business—Federal Regulation of the Television Broadcast Industry” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Prospectus, the General Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Statutory Prospectuses included in the General Disclosure Package and in the Prospectus under the caption “Material United States Federal Income Tax ConsequencesDescription of Capital Stock” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 under the captions “Business—Gas Utility—Regulatory MattersBusiness – Environmental Regulation,” “Legal Proceedings,” “Management’s Discussion Risk Factors – Compliance with environmental laws and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accountingregulations may require us to spend significant resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceLegal Proceedings,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration StatementStatements, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration StatementStatements, the Pre-Pricing Prospectus Statutory Prospectuses included in the General Disclosure Package or in the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesAbout Immunomedics, Inc. — Governmental Regulation,” “About Immunomedics, Inc. — Patents and Proprietary Rights,” “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors — Risks Related to Government Regulation of our Industry,” “Risk Factors — Risks Related to Our Securities,” “Common Stock” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, as amended, under the captions “Business—Gas Utility—Regulatory MattersBusiness — Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” Operations — Liquidity and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceCapital Resources,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships Relationship and Related Transactions, and Director Independence,” (as such information has been modified, supplemented or superseded by information included in the General Disclosure Package and the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Documents, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, conclusions is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in (i) in, or incorporated by reference into, the Pre-Pricing Prospectus Registration Statement and the Prospectus under the caption captions “Risk Factors,” “Description of Common Stock” and “Certain Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and the information (ii) in the Annual Report under Company’s annual report on Form 10-K, filed with the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof Commission on March 2, 2022, under the caption “Item 1. Business–Regulation,” which is incorporated by reference into each of the Registration Statement and the Prospectus, and (iii) in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 8, 2022, under the caption “Proposal 1: Election of Directors – Certain Relationships and Related Party Transactions, and Director Independence,” which is incorporated by reference into each of the Registration Statement and the Prospectus, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.; provided, however, that the Company will file a form of this Agreement and/or the Alternative Sales Agreement under cover of a Current Report on Form 8-K.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesConsiderations for Non-US Holders” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPolicies—Regulatory AccountingRegulated Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequencescaptions”Description of Securities We Are Offering” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the captions “Business—Gas Utility—Regulatory MattersBusiness and Properties,” “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of Capital Stock,” and “Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 under the captions “BusinessService of Process and Enforcement of Liabilities”, “Business Overview—Gas Utility—Regulatory MattersEnvironmental and other Regulations,” “Major Shareholders and Related Party Transactions—Related Party Transactions,” “Financial Information—Legal Proceedings,” “Management’s Discussion Additional Information—Share Capital,” “Additional Information—Articles of Incorporation and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingBylaws,” and “Management’s Discussion Additional Information—Exchange Controls and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceOther Limitations Affecting Stockholders,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations for Non-US Holders” and the information in the Company’s most recent Annual Report on Form 10-K under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of the Series D Preferred Stock,” “Description of Common Stock and Preferred Stock” and “Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersTax Risks,” “Legal ProceedingsRisk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of Capital Stock,” and “Tax ConsequencesConsiderations” and the information in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 under the captions “BusinessService of Process and Enforcement of Liabilities”, “Business Overview—Gas Utility—Regulatory MattersEnvironmental and other Regulations,” “Major Shareholders and Related Party Transactions—Related Party Transactions,” “Financial Information—Legal Proceedings,” “Management’s Discussion Additional Information—Share Capital,” “Additional Information—Articles of Incorporation and Analysis of Financial Condition Bylaws,” “Additional Information—Exchange Controls and Results of Operations—Critical Accounting Estimates—Regulatory AccountingOther Limitations Affecting Stockholders,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related TransactionsAdditional Information— Tax Considerations”, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” Liquidity and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersCapital Resources,” “Business—Intellectual Property,” “Business—Manufacturing and in Item 13 thereof under the caption Supply,” “Business—Governmental Regulation,” “Business—Properties,” “Business—Legal Proceedings,” “Executive Compensation—Employment Agreements with Executive Officers,” “Executive Compensation—Equity Benefit Plans,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Description of Capital Stock,” “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and “Shares Eligible for Future Sale” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be, in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (i) under the caption captions “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Description of the Units,” “The Partnership Agreement,” “Material United States Tax Consequences” and “Material U.S. Federal Income Tax Consequences” and (ii) incorporated by reference from the information in the Partnership’s Annual Report on Form 10-K under the captions “Business—Gas Utility—Regulatory Environmental and Occupational Safety and Health Matters,” “Legal Proceedings,Business—Other Regulation of the Oil and Natural Gas Industry” “Management’s Discussion (and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and any similar information contained in Item 13 thereof under the caption “Certain Relationships and Related Transactionseach Permitted Free Writing Prospectus), and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions contained in the Registration Statement, the General Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreementsfacilities, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the any Permitted Free Writing Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting EstimatesPolicies—Regulatory AccountingRegulated Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Capital Stock” and “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as amended, under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Related to Our REIT Status and Certain Other Tax Considerations,” “Legal ProceedingsRisk Factors—Risks Related to Our Company—Avoiding the need to register under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Party Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal ProceedingsRisk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” “Business – Patents and in Item 13 thereof under the caption Proprietary Information,” “Business – Corporate Restructuring,” “Business – Collaborations and In-License Relationships,” “Business – Government Contracts,” “Business – Government Regulation,” “Legal Proceedings,” “Equity Compensation Plan Information,” “Certain Relationships and or Related Transactions, and Director Independence,” “Descriptions of Common Stock, Preferred Stock and Depositary Shares,” and “Description of Capital Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Material United States Federal Income Description of the Notes,” “Tax ConsequencesConsiderations” and “Underwriting” and the information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersTax Risks,” “Legal ProceedingsRisk Factors—Risks Related to Our Organization and Structure— Loss of our exclusion from regulation under the Investment Company Act would require significant changes in our operations and could reduce the market price of our common stock and our ability to make distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingItem 3. Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “13. Certain Relationships and Related Transactions, Transactions and Director Independence,” ”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersRisks Relating to Regulation of Our Industry,” “Legal ProceedingsRisk Factors—Risks Relating to Protecting Our Intellectual Property,” “Risk Factors—Risks Relating to Our Exposure to Litigation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” Liquidity and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersCapital Resources,” “Business—Governmental Regulation,” “Business—Legal Proceedings,” “Business-Intellectual Property,” “Executive and in Item 13 thereof under the caption Director Compensation—Narrative Disclosure to Summary Compensation Table—Employment Agreements,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Tax Considerations for Non-U.S. Holders” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act or the documents incorporated or deemed to be incorporated by reference therein that 1933 Act Regulations, which have not been so described and described, referred to or filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the caption captions “Material United States Federal Income Tax ConsequencesOur Cash Distribution Policy and Restrictions on Distributions,” “Provisions of our Partnership Agreement Relating to Cash Distributions and the information in the Annual Report under the captions Management Incentive Fee,” “Business—Gas Utility—Regulatory MattersEnvironmental Matters and Regulation,” “Legal ProceedingsBusiness—Other Regulation of the Oil and Natural Gas Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Party Transactions, and Director Independence,” “Conflicts of Interest and Fiduciary Duties,” “Description of the Common Units,” “The Partnership Agreement,” “Material Tax Consequences” and “Underwriting” (and any similar information contained in each Permitted Free Writing Prospectus), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Operative Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in (i) in, or incorporated by reference into, the Pre-Pricing Prospectus Registration Statement and the Prospectus under the caption captions “Risk Factors,” “Description of Common Stock” and “Certain Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and the information (ii) in the Annual Report under Company’s annual report on Form 10-K, filed with the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof Commission on March 6, 2024, under the caption “Item 1. Business–Regulation,” which is incorporated by reference into each of the Registration Statement and the Prospectus, and (iii) in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 8, 2024, under the caption “Proposal 1: Election of Directors – Certain Relationships and Related Party Transactions, and Director Independence,” which is incorporated by reference into each of the Registration Statement and the Prospectus, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.; provided, however, that the Company will file a form of this Agreement and/or the Alternative Sales Agreement under cover of a Current Report on Form 8-K.

Accuracy of Descriptions and Exhibits. The information in (A) the Base Prospectus under the caption “Description of Capital Stock,” (B) the Pre-Pricing Prospectus and the Prospectus under the caption captions “Market Price, Dividends and Dividend Policy,” and “Certain Material United States Federal Income and Estate Tax ConsequencesConsequences for Non-U.S. Holders,” and (C) the Registration Statement in Item 15, in each case fairly and accurately summarize in all material respects such matters, documents or proceedings. The information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersOperations – Liquidity and Capital Resources,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all . All descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Preliminary Prospectus Supplement and the Prospectus under the caption captions “Description of Other Indebtedness,” “Description of Notes,” “Description of the Partnership Agreement of Healthcare Trust of America Holdings, LP,” “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws,” “Additional Material United States U.S. Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingConsiderations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceMaterial U.S. Federal Income Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents matters or any other instruments or agreementsagreements (including the Indenture, the Securities and the Guarantee), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Transaction Entities are accurate in all material respects; respects and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or required to be filed as exhibits to the Registration Statement or as of the documents incorporated or deemed to be incorporated by reference therein that date of this Agreement and as of the Closing Date which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Capital Stock,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders” and “Underwriting; Conflicts of Interest,” the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the captions caption “Business—Gas Utility—Regulatory MattersBusiness- Canadian Hazardous Waste Regulation,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Managementthe information in each of the Company’s Discussion Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof September 30, 2013, under the caption “Certain Relationships and Related Transactions, and Director IndependenceLegal Proceedings,” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Our Cash Distribution Policy,” “Description of Common Units,” “Our Partnership Agreement,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations,” and “Material U.S. Federal Income Tax Considerations Supplement” and the information included in the Partnership’s Annual Report on Form 10-K for the year ended March 31, 2016 under the captions “BusinessRisk Factors—Gas Utility—Regulatory MattersTax Risks to Common Unitholders,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” and “Business—Government Regulation” and the information in the Registration Statement under Items 14 and 15 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Partnership Agreement, the General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” (as such information has been modified, supplemented or superseded by information included in the General Disclosure Package and the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Documents, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, conclusions is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingOperations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Manufacturers and Suppliers,” “Management’s Business – Governmental Regulation,” “Business – Properties,” “Business – Legal Proceedings,” “Compensation Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters–Employment Agreements with Executive Officers,” “ Compensation Discussion and in Item 13 thereof under the caption Analysis – Equity Benefit Plans,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Description of Capital Stock,” “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and “Shares Eligible for Future Sale” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be, in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Organizational Structure,” “Description of Capital Stock,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders,” and the information in the Annual Report Registration Statement under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion Items 14 and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents Carvana Parties’ charter, bylaws or organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Preliminary Prospectus Supplement and the Prospectus under the caption captions “Description of Other Indebtedness,” “Description of Notes,” “Description of the Partnership Agreement of Healthcare Trust of America Holdings, LP,” “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws,” “Additional Material United States U.S. Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory AccountingConsiderations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceMaterial U.S. Federal Income Tax Considerations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents matters or any other instruments or agreementsagreements (including the Indentures, the Securities and the Guarantees), summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Transaction Entities are accurate in all material respects; respects and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or required to be filed as exhibits to the Registration Statement or as of the documents incorporated or deemed to be incorporated by reference therein that date of this Agreement and as of the Closing Date which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption captions “Description of Notes,” “Description of Certain Other Indebtedness,” “Description of Convertible Note Hedge and Warrant Transactions,” “Description of Capital Stock” and “Material United States U.S. Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director IndependenceConsiderations,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the caption captions “Description of Common Stock,” “Description of Preferred Stock,” “Material United States U.S. Federal Income Tax ConsequencesConsiderations for Non-U.S. Holders of Common Stock” and “Risk Factors – The cost of compliance with various government regulations may negatively affect our business” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2008 under the captions “Business—Gas Utility—Regulatory Matters,Government Regulation” and “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory Matters,” and the information in the Registration Statement under Item 13 thereof under the caption “Certain Relationships and Related Transactions15, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that thereto which have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax ConsequencesConsiderations for Non-US Holders” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters,” and in Item 13 thereof under the caption “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents articles of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Consequences” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates—Regulatory Accounting” Financial Condition, Liquidity and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory MattersCapital Resources,” and in Item 13 thereof under the caption “Regulation,” “Distributions,” “Related Party Transactions, Certain Relationships and Related Transactions, and Director IndependenceConflicts of Interest,” “Shares Eligible for Future Sale,” “Management Agreements,” “Description of Capital Stock,” “Dividend Reinvestment Plan,” “Material U.S. Federal Income Tax Considerations” and the information in the Registration Statement under Item 30, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s Organizational Documents charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct fairly summarizes the matters described therein in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required. This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.