Common use of Employee Benefits; Employment and Labor Matters Clause in Contracts

Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(a) of the Acquirer Disclosure Letter contains a list of each of the following that any Crosstex Entity or any ERISA Affiliate, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii): (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity or (B) which is subject to Title IV of ERISA; or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity. (b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i) or Section 4.16(a)(ii), and, if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor Parties. (c) All items described under Section 4.16(a)(i) or Section 4.16(a)(ii) that any Crosstex Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Closing Date, shall be referred to as the “Crosstex MLP Benefit Plans”. Except for matters that would not reasonably be expected to have a Crosstex Material Adverse Effect: (i) each Crosstex MLP Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements; (ii) there do not now exist, nor do any circumstances exist that could result in, any liabilities under or arising with respect to (A) Title IV of ERISA, (B) Section 302 of ERISA or (C) Sections 412 and 4971 of the Code; and (iii) as to any Crosstex MLP Benefit Plan intended to be qualified under Section 401 of the Code, such Plan has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of the Acquirer Parties, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Crosstex MLP Benefit Plan. (d) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect, the consummation of the transactions contemplated by this Agreement or any other Transaction Document will not result in a nondeductible expense of any Acquirer Party or any of their Affiliates under Section 280G of the Code. Further, no gross-up tax payment shall be owed or made by the Acquirer Parties or any of their Affiliates with respect to any tax payment due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement or any other Transaction Agreement. (e) Except as set forth on Schedule 4.16(e) of the Acquirer Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Agreement to which the Acquirer Parties or any of their Affiliates are party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any officer, director, employee, or consultant of any Acquirer Party or Affiliate thereof; (ii) materially increase any benefits otherwise payable by any Acquirer Party or Affiliate thereof; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Crosstex MLP Benefit Plan. (f) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect, each of the Crosstex Entities (i) is in compliance with all applicable Laws regarding labor and employment, including, but not limited to, all Laws relating to employment discrimination, labor relations, payment of wages and overtime, leaves of absence, employment tax and social security, classification of employees and independent contractors, occupational health and safety, and immigration; (ii) has not, any time within the six (6) months preceding the Execution Date, had any “plant closing” or “mass layoff” (as defined by the WARN Act) or other terminations of employees which would create any obligations upon or liabilities for any Crosstex Entity under the WARN Act or similar state and local laws; (iii) is not subject to any material disputes pending, or, to the Knowledge of the Acquirer Parties, threatened, by any of its prospective, current, or former employees, independent contractors or Governmental Entity relating to the engagement of employees or independent contractors by any of the Crosstex Entities or related to any Crosstex MLP Benefit Plan (except for routine undisputed claims for benefits); (iv) is not subject to any material judgment, order or decree with or relating to any present or former employee, independent contractor or any Governmental Entity relating to claims of discrimination, wage or hour practices, or other claims in respect to employment or labor practices and policies; (v) is not required to comply with Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, or the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; and (vi) is not required to maintain any affirmative action plans. (g) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect (i) none of the Crosstex Entities is a party to or bound by or negotiating any collective bargaining agreement or other agreement with any labor union, nor has any of them experienced any strike, slowdown, work stoppage, boycott, picketing, lockout, or material grievance, claim of unfair labor practices, or other collective bargaining or labor dispute within the past two years and (ii) to the Knowledge of Crosstex MLP, there are no current union representation questions or petitions or organizing campaigns involving employees of any of the Crosstex Entities.

Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(aSection 3.16(a) of the Acquirer Crosstex Disclosure Letter contains a list of each of the following that any Crosstex Entity or any ERISA AffiliateAffiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i3.16(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii3.16(a)(ii): (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity or (B) which is subject to Title IV of ERISA; or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i3.16(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity. (b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i3.16(a)(i) or Section 4.16(a)(ii3.16(a)(ii), and, and if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, related trusts, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor Devon Parties. (c) All items described under Section 4.16(a)(i3.16(a)(i) or Section 4.16(a)(ii3.16(a)(ii) that any Crosstex Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Closing Date, shall be referred to as the “Crosstex MLP Benefit Plans”. Except for matters that would not reasonably be expected to have a Crosstex Material Adverse Effect: (i) each Crosstex MLP Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements; (ii) there do not now exist, nor do any circumstances exist that could result in, any liabilities under or arising with respect to (A) Title IV of ERISA, (B) Section 302 of ERISA ERISA, or (C) Sections 412 and 4971 of the Code; and (iii) as to any Crosstex MLP Benefit Plan intended to be qualified under Section 401 of the Code, such Plan has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service IRS to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of the Acquirer PartiesCrosstex, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Crosstex MLP Benefit Plan. (d) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect, the consummation of the transactions contemplated by this Agreement or any other Transaction Document Agreement will not result in a nondeductible expense of any Acquirer Party Crosstex or any of their its Affiliates under Section 280G of the Code. Further, no gross-up tax payment shall be owed or made by the Acquirer Parties Crosstex or any of their its Affiliates with respect to any tax payment due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement or any other Transaction Agreement. (e) Except as set forth on Schedule 4.16(eSection 3.16(e) of the Acquirer Crosstex Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Agreement to which the Acquirer Parties Crosstex or any of their its Affiliates are is a party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, bonus or otherwise) becoming due to any officer, director, employee, employee or consultant of any Acquirer Party Crosstex Entity or Affiliate thereof; (ii) materially increase any benefits otherwise payable by any Acquirer Party Crosstex Entity or Affiliate thereof; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Crosstex MLP Benefit Plan. (f) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect, each of the Crosstex Entities (i) is in compliance with all applicable Laws regarding labor and employment, including, but not limited to, all Laws relating to employment discrimination, labor relations, payment of wages and overtime, leaves of absence, employment tax and social security, classification of employees and independent contractors, occupational health and safety, and immigration; (ii) has not, any time within the six (6) months preceding the Execution Date, had any “plant closing” or “mass layoff” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)) or other terminations of employees which would create any obligations upon or liabilities for any Crosstex Entity under the WARN Act or similar state and local laws; (iii) is not subject to any material disputes pending, or, to the Knowledge of the Acquirer PartiesCrosstex, threatened, by any of its prospective, current, or former employees, independent contractors or Governmental Entity relating to the engagement of employees or independent contractors by any of the Crosstex Entities Entity or related to any Crosstex MLP Benefit Plan (except for routine undisputed claims for benefits); (iv) is not subject to any material judgment, order or decree with or relating to any present or former employee, independent contractor or any Governmental Entity relating to claims of discrimination, wage or hour practices, or other claims in respect to employment or labor practices and policies; (v) is not required to comply with Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, or the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; and (vi) is not required to maintain any affirmative action plans. (g) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect Effect: (i) none of the Crosstex Entities is a party to or bound by or negotiating any collective bargaining agreement or other agreement with any labor union, nor has any of them experienced any strike, slowdown, work stoppage, boycott, picketing, lockout, or material grievance, claim of unfair labor practices, or other collective bargaining or labor dispute within the past two years and (ii) to the Knowledge of Crosstex MLPCrosstex, there are no current union representation questions or petitions or organizing campaigns involving employees of any of the Crosstex EntitiesEntity.

Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(a3.18(a) of the Acquirer Contributor Disclosure Letter contains a list of each of the following that any Crosstex Midstream Group Entity or any ERISA AffiliateAffiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i3.18(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii3.18(a)(ii): (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity or (B) which is subject to Title IV of ERISA; or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i3.18(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity. (b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i3.18(a)(i) or Section 4.16(a)(ii3.18(a)(ii), and, if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, related trusts, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor Acquirer Parties. (c) All items described under Section 4.16(a)(i3.18(a)(i) or Section 4.16(a)(ii3.18(a)(ii) that any Crosstex Midstream Group Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Closing Date, shall be referred to as the “Crosstex MLP Midstream Group Benefit Plans”. .” Except for matters that would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect: (i) each Crosstex MLP Midstream Group Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements; (ii) there do not now exist, nor do any circumstances exist that could result in, any liabilities under or arising with respect to (A) Title IV of ERISA, (B) Section 302 of ERISA or (C) Sections 412 and 4971 of the Code; and (iii) as to any Crosstex MLP Midstream Group Benefit Plan intended to be qualified under Section 401 of the Code, such Midstream Group Benefit Plan has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of the Acquirer Contributor Parties, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Crosstex MLP Midstream Group Benefit Plan. (d) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, the consummation of the transactions contemplated by this Agreement or any other Transaction Document Agreement will not result in a nondeductible expense of any Acquirer Party the Contributor Parties or any of their Affiliates with respect to any Midstream Group Employee or other similar Midstream Group service provider under Section 280G of the Code. Further, no gross-up tax payment shall be owed or made by the Acquirer Contributor Parties or any of their Affiliates with respect to any tax payment due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement or any other Transaction Agreement. (e) Except as set forth on Schedule 4.16(e3.18(e) of the Acquirer Contributor Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Agreement to which the Acquirer Contributor Parties or any of their Affiliates are is a party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any officer, director, employee, employee or consultant of any Acquirer Party Midstream Group Entity or Affiliate thereof; (ii) materially increase any benefits otherwise payable by any Acquirer Party Midstream Group Entity or Affiliate thereof; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Crosstex MLP Midstream Group Benefit Plan. (f) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, each of the Crosstex Midstream Group Entities (i) is in compliance in all material respects with all applicable Laws regarding labor and employment, including, but not limited to, all Laws relating to employment discrimination, labor relations, payment of wages and overtime, leaves of absence, employment tax and social security, classification of employees and independent contractors, occupational health and safety, and immigration; (ii) has not, any time within the six (6) months preceding the Execution Date, had any “plant closing” or “mass layoff” (as defined by the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)) or other terminations of employees which would create any obligations upon or liabilities for any Crosstex Midstream Group Entity under the WARN Act or similar state and local laws; (iii) is not subject to any material disputes pending, or, to the Knowledge of the Acquirer Contributor Parties, threatened, by any of its prospective, current, or former employees, independent contractors or Governmental Entity relating to the engagement of employees or independent contractors by any of the Crosstex Midstream Group Entities or related to any Crosstex MLP Midstream Group Benefit Plan (except for routine undisputed claims for benefits); (iv) is not subject to any material judgment, order or decree with or relating to any present or former employee, independent contractor or any Governmental Entity relating to claims of discrimination, wage or hour practices, or other claims in respect to employment or labor practices and policies; (v) is not required to comply with Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, or the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; and (vi) is not required to maintain any affirmative action plans. (g) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect Effect: (i) none of the Crosstex Midstream Group Entities is a party to or bound by or negotiating any collective bargaining agreement or other agreement with any labor union, nor has any of them experienced any strike, slowdown, work stoppage, boycott, picketing, lockout, or material grievance, claim of unfair labor practices, or other collective bargaining or labor dispute within the past two years and (ii) to the Knowledge of Crosstex MLPthe Contributor Parties, there are no current union representation questions or petitions or organizing campaigns involving employees of any of the Crosstex Midstream Group Entities.

Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(aSection 4.17(a) of the Acquirer Devon Disclosure Letter contains a list of each of the following that any Crosstex Midstream Group Entity or any ERISA AffiliateAffiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i4.17(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii4.17(a)(ii): (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity or (B) which is subject to Title IV of ERISA; or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i4.17(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity. (b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i4.17(a)(i) or Section 4.16(a)(ii4.17(a)(ii), and, if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor PartiesCrosstex. (c) All items described under Section 4.16(a)(i4.17(a)(i) or Section 4.16(a)(ii4.17(a)(ii) that any Crosstex Midstream Group Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Closing Date, shall be referred to as the “Crosstex MLP Midstream Group Benefit Plans”. Except for matters that would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect: (i) each Crosstex MLP Midstream Group Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements; (ii) there do not now exist, nor do any circumstances exist that could result in, any liabilities under or arising with respect to (A) Title IV of ERISA, (B) Section 302 of ERISA ERISA, or (C) Sections 412 and 4971 of the Code; and (iii) as to any Crosstex MLP Midstream Group Benefit Plan intended to be qualified under Section 401 of the Code, such Midstream Group Benefit Plan has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service IRS to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of the Acquirer PartiesDevon, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Crosstex MLP Midstream Group Benefit Plan. (d) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, the consummation of the transactions contemplated by this Agreement or any other Transaction Document Agreement will not result in a nondeductible expense of any Acquirer Party Devon or any of their its Affiliates with respect to any Midstream Group Employee or other similar Midstream Group service provider under Section 280G of the Code. Further, no gross-up tax payment shall be owed or made by the Acquirer Parties Devon or any of their its Affiliates with respect to any tax payment due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement or any other Transaction Agreement. (e) Except as set forth on Schedule 4.16(eSection 4.17(e) of the Acquirer Devon Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Agreement to which the Acquirer Parties Devon or any of their its Affiliates are is a party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, bonus or otherwise) becoming due to any officer, director, employee, employee or consultant of any Acquirer Party Midstream Group Entity or Affiliate thereof; (ii) materially increase any benefits otherwise payable by any Acquirer Party Midstream Group Entity or Affiliate thereof; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Crosstex MLP Midstream Group Benefit Plan. (f) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, each of the Crosstex Midstream Group Entities (i) is in compliance in all material respects with all applicable Laws regarding labor and employment, including, but not limited to, all Laws relating to employment discrimination, labor relations, payment of wages and overtime, leaves of absence, employment tax and social security, classification of employees and independent contractors, occupational health and safety, and immigration; (ii) has not, any time within the six (6) months preceding the Execution Date, had any “plant closing” or “mass layoff” (as defined by the WARN Act) or other terminations of employees which would create any obligations upon or liabilities for any Crosstex Midstream Group Entity under the WARN Act or similar state and local laws; (iii) is not subject to any material disputes pending, or, to the Knowledge of the Acquirer PartiesDevon, threatened, by any of its prospective, current, or former employees, independent contractors or Governmental Entity relating to the engagement of employees or independent contractors by any of the Crosstex Midstream Group Entities or related to any Crosstex MLP Midstream Group Benefit Plan (except for routine undisputed claims for benefits); (iv) is not subject to any material judgment, order or decree with or relating to any present or former employee, independent contractor or any Governmental Entity relating to claims of discrimination, wage or hour practices, or other claims in respect to employment or labor practices and policies; (v) is not required to comply with Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, or the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; and (vi) is not required to maintain any affirmative action plans. (g) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect Effect: (i) none of the Crosstex Midstream Group Entities is a party to or bound by or negotiating any collective bargaining agreement or other agreement with any labor union, nor has any of them experienced any strike, slowdown, work stoppage, boycott, picketing, lockout, or material grievance, claim of unfair labor practices, or other collective bargaining or labor dispute within the past two years and (ii) to the Knowledge of Crosstex MLPDevon, there are no current union representation questions or petitions or organizing campaigns involving employees of any of the Crosstex Midstream Group Entities.

Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(a3.18(a) of the Acquirer Contributor Disclosure Letter contains a list of each of the following that any Crosstex Midstream Group Entity or any ERISA AffiliateAffiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i3.18(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii3.18(a)(ii): (i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity or (B) which is subject to Title IV of ERISA; or (ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i3.18(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Midstream Group Entity. (b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i3.18(a)(i) or Section 4.16(a)(ii3.18(a)(ii), and, if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, related trusts, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor Acquirer Parties. (c) All items described under Section 4.16(a)(i3.18(a)(i) or Section 4.16(a)(ii3.18(a)(ii) that any Crosstex Midstream Group Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Closing Date, shall be referred to as the “Crosstex MLP Midstream Group Benefit Plans”. .” Except for matters that would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect: (i) each Crosstex MLP Midstream Group Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements; (ii) there do not now exist, nor do any circumstances exist that could result in, any liabilities under or arising with respect to (A) Title IV of ERISA, (B) Section 302 of ERISA or (C) Sections 412 and 4971 of the Code; and (iii) as to any Crosstex MLP Midstream Group Benefit Plan intended to be qualified under Section 401 of the Code, such Midstream Group Benefit Plan has received a favorable determination letter or opinion letter, as applicable, from the Internal Revenue Service to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of the Acquirer Contributor Parties, no fact, circumstance or event has occurred or exists since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Crosstex MLP Midstream Group Benefit Plan. (d) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, the consummation of the transactions contemplated by this Agreement or any other Transaction Document Agreement will not result in a nondeductible expense of any Acquirer Party the Contributor Parties or any of their Affiliates with respect to any Midstream Group Employee or other similar Midstream Group service provider under Section 280G of the Code. Further, no gross-up tax payment shall be owed or made by the Acquirer Contributor Parties or any of their Affiliates with respect to any tax payment due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement or any other Transaction Agreement. (e) Except as set forth on Schedule 4.16(e3.18(e) of the Acquirer Contributor Disclosure Letter, neither the execution and delivery of this Agreement or any other Transaction Agreement to which the Acquirer Contributor Parties or any of their Affiliates are is a party nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due to any officer, director, employee, employee or consultant of any Acquirer Party Midstream Group Entity or Affiliate thereof; (ii) materially increase any benefits otherwise payable by any Acquirer Party Midstream Group Entity or Affiliate thereof; or (iii) result in the acceleration of the time of payment or vesting of any awards or benefits or give rise to any additional service credits under any Crosstex MLP Midstream Group Benefit Plan. (f) Except as would not reasonably be expected to have a Crosstex Material Midstream Xxxxx Xxxxxxxx Adverse Effect, each of the Crosstex Midstream Group Entities (i) is in compliance in all material respects with all applicable Laws regarding labor and employment, including, but not limited to, all Laws relating to employment discrimination, labor relations, payment of wages and overtime, leaves of absence, employment tax and social security, classification of employees and independent contractors, occupational health and safety, and immigration; (ii) has not, any time within the six (6) months preceding the Execution Date, had any “plant closing” or “mass layoff” (as defined by the WARN Act) or other terminations of employees which would create any obligations upon or liabilities for any Crosstex Entity under the WARN Act or similar state and local laws; (iii) is not subject to any material disputes pending, or, to the Knowledge of the Acquirer Parties, threatened, by any of its prospective, current, or former employees, independent contractors or Governmental Entity relating to the engagement of employees or independent contractors by any of the Crosstex Entities or related to any Crosstex MLP Benefit Plan (except for routine undisputed claims for benefits); (iv) is not subject to any material judgment, order or decree with or relating to any present or former employee, independent contractor or any Governmental Entity relating to claims of discrimination, wage or hour practices, or other claims in respect to employment or labor practices and policies; (v) is not required to comply with Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, or the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended; and (vi) is not required to maintain any affirmative action plans. (g) Except as would not reasonably be expected to have a Crosstex Material Adverse Effect (i) none of the Crosstex Entities is a party to or bound by or negotiating any collective bargaining agreement or other agreement with any labor union, nor has any of them experienced any strike, slowdown, work stoppage, boycott, picketing, lockout, or material grievance, claim of unfair labor practices, or other collective bargaining or labor dispute within the past two years and (ii) to the Knowledge of Crosstex MLP, there are no current union representation questions or petitions or organizing campaigns involving employees of any of the Crosstex Entities.six