Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipeline, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing Party. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document. (d) Each Plan in which Associated Employees participate is and has been maintained in material compliance with its terms and the provisions of all applicable Laws, including, without limitation, ERISA and the Code. (e) Neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipeline, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline or with respect to their assets the Contributed Entities (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. , except as set forth on Disclosure Schedule 3.15 (a) Except as would not result in any liability to SemCrude Pipeline the Partnership Parties or White Cliffs Pipelinethe Contributed Entities or as set forth on Disclosure Schedule 3.15(a), there are no facts or circumstances that have resulted or would reasonably be expected to result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws Applicable Law relating to employment of the Associated Employees or any claims relating to any liability under ERISAEmployees. (b) All As of the Closing Date, except with respect to the Partnership Agreement, the Contributed Entities do not sponsor, maintain or contribute to, or have any legal or equitable obligation to establish, any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing Partyits Affiliate. (c) Each Except as would not result in any liability to the Partnership Parties or the Contributed Entities, (i) each Plan in which Associated Employees participate and which that is intended to be qualified under Section 401(a) of the Code is and has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document. in form, and (dii) Each each Plan in which Associated Employees participate is and has been operated and maintained in material compliance with its terms and the provisions of all applicable Applicable Laws, rules and regulations, including, without limitation, ERISA and the Code. (ed) Neither a With respect to any Plan that the Contributing Party nor Parties (or any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) 414 of the Code or Section 4001(a)(14) of ERISA (the “Contributing Parties Aggregated Group”)) has maintained within the last six years or has had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA and except for an event that would not impose any liability on the Partnership Parties or the Contributed Entities, there has been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the thirty (30) day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a “reportable event” for which a waiver does not apply, (ii) none of the Contributed Entities, the Contributing Parties or any member of the Contributing Parties Aggregated Group has incurred any material direct or indirect liability under Title IV of ERISA (other than liability for premiums to the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other that have been timely paid and other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline the Contributed Entities have no direct or indirect responsibility or obligation, neither and (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived that, in either case, would give rise to a Lien on any of the Contributed Entities’ Assets or that would reasonably be expected to result in a Contributed Entity Material Adverse Effect. None of the Contributed Entities, the Contributing Party nor Parties or any member of the Contributing Party Parties Aggregated Group is obligated contributes to, or has an obligation to contribute to, and has not within six years prior to any the Closing Date contributed to, or had an obligation to contribute to, a “multiemployer plan” within the meaning of Section 3(37) of ERISA (x) that is, or is reasonably expected to be in “critical” or “endangered” status as defined in Section 4001(a)(3) 432 of the Code or Section 305 of ERISA, or (y) in respect of which a Contributed Entity, a Contributing Party or any member of the Contributing Party Parties Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect). (ge) Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipeline, the execution and delivery of this Agreement and the consummation The present value of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration aggregate benefit liabilities under all of the time Plans of payment Xxxxxxxx or vesting its Affiliates subject to Title IV of any such benefitsERISA (other than multiemployer plans) (the “Title IV Plans”), result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee determined as of the Contributing Parties end of such Title IV Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Title IV Plan’s actuarial valuation report for such plan year, did not exceed by more than $300 million the aggregate current value of the assets of all such Title IV Plans allocable to such benefit liabilities. No Title IV Plan is, or any of their Affiliates or a nonexempt is reasonably expected to be within one year immediately following the Closing, in “prohibited transactionat- risk” within the meaning of status (as defined in Section 406 303(i)(4) of ERISA or Section 4975 430(i)(4) of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within ). The term “benefit liabilities” has the meaning specified in section 4001 of Section 4069(b) of ERISA, has engaged ERISA and the terms “current value” and “present value” have the meaning specified in any transaction described in Sections 4069 or 4212(c) section 3 of ERISA.

Employees and Employee Benefits. To the Contributing Parties Knowledge: (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No SNG Entity or CIG Entity has any employees. None of the employees of the Contributing Parties or their its Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline any SNG Entity or CIG Entity or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline any SNG Entity or White Cliffs Pipelineany CIG Entity, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline any SNG Entity or White Cliffs Pipeline CIG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the SNG Entities or CIG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a any Contributing Party or an Affiliate Affiliate. Table of a Contributing Party.Contents (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Lawslaws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline each SNG Entity or each CIG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline any SNG Entity or White Cliffs PipelineCIG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their its Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.. Table of Contents

Employees and Employee Benefits. To the Contributing Parties Knowledge: Table of Contents (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No SNG Entity has any employees. None of the employees of the Contributing Parties or their its Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline any SNG Entity or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline any SNG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the SNG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a any Contributing Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Lawslaws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline each SNG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their its Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code.. Table of Contents (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No SNG Entity has any employees. None of the employees of the Contributing Parties or their its Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline any SNG Entity or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline any SNG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the SNG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a any Contributing Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Lawslaws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline each SNG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their its Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline None of GMH, GMP LLC or Wattenberg Holding has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude PipelineGMH, White Cliffs Pipeline GMP LLC, Wattenberg Holding or with respect to their respective assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline GMH, GMP LLC or White Cliffs PipelineWattenberg Holding, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline GMH, GMP LLC or White Cliffs Pipeline Wattenberg Holding on behalf of an individual or a class in excess of $500,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing Party. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document. (d) Each Plan in which Associated Employees participate is and has been maintained in material compliance with its terms and the provisions of all applicable Laws, including, without limitation, ERISA and the Code. (e) Neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline GMH, GMP LLC and White Cliffs Pipeline Wattenberg Holding have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline GMH, GMP LLC or White Cliffs PipelineWattenberg Holding, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No SNG Entity has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline any SNG Entity or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline any SNG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the SNG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Lawslaws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline each SNG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipelineany SNG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline the Transferred Assets or with respect to their assets the Transferred Businesses (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline the Partnership Parties or White Cliffs Pipelinethe Contributed Entities or as set forth on Disclosure Schedule 3.16(a), there are no facts or circumstances that have resulted or would reasonably be expected to result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 3,750,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISAEmployees. (b) All As of the Closing Date, except with respect to the Services Agreements, none of the Contributed Entities will sponsor, maintain or contribute to, or have any legal or equitable obligation to establish, any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing Party). (c) Each Except as would not result in any liability to the Partnership Parties or the Contributed Entities, (i) each Plan in which Associated Employees participate and which that is intended to be qualified under Section 401(a) of the Code is and has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document. in form, and (dii) Each each Plan in which Associated Employees participate is and has been operated and maintained in material compliance with its terms and the provisions of all applicable Applicable Laws, rules and regulations, including, without limitation, ERISA and the Code. (ed) Neither With respect to any Plan that a Contributing Party nor (or any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) 414 of the Code or Section 4001(a)(14) of ERISA (the “Contributing Parties Aggregated Group”)) has maintained within the last six years or has had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA and except for an event that would not impose any liability on the Partnership Parties or the Contributed Entities, there has been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a “reportable event” for which a waiver does not apply, (ii) none of the Contributed Entities, the Contributing Parties or any member of the Contributing Parties Aggregated Group has incurred any material direct or indirect liability under Title IV of ERISA (other than liability for premiums to the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other that have been timely paid and other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline the Contributed Entities have no direct or indirect responsibility or obligationobligation and (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, neither whether or not waived that, in either case, would give rise to a Lien on any of the Transferred Assets or that would reasonably be expected to result in a Transferred Businesses Material Adverse Effect. None of the Contributed Entities, the Contributing Party nor Parties or any member of the Contributing Party Parties Aggregated Group is obligated contributes to, or has an obligation to contribute to, and has not within six years prior to any the Closing Date contributed to, or had an obligation to contribute to, a “multiemployer plan” within the meaning of Section 3(37) of ERISA (x) that is, or is reasonably expected to be in “critical” or “endangered” status as defined in Section 4001(a)(3) 432 of the Code or Section 305 of ERISA, or (y) in respect of which a Contributed Entity, Contributing Party or any member of the Contributing Party Parties Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect). (ge) Except The present value of the aggregate benefit liabilities under each of the Plans subject to Title IV of ERISA (other than multiemployer plans) (the “Title IV Plans”), determined as would of the end of such Title IV Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Title IV Plan’s most recent actuarial valuation report, did not result exceed the aggregate current value of the assets of such Title IV Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in any liability to SemCrude Pipeline or White Cliffs Pipeline, the execution and delivery section 4001 of this Agreement ERISA and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt terms “prohibited transactioncurrent value” within and “present value” have the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged specified in any transaction described in Sections 4069 or 4212(c) section 3 of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No CIG Entity or SNG Entity has any employees. None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipelineany CIG Entity, White Cliffs Pipeline SNG Entity or with respect to their respective assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline any CIG Entity or White Cliffs Pipeline, any SNG Entity there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline any CIG Entity or White Cliffs Pipeline any SNG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the CIG Entities or the SNG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a Contributing Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Applicable Laws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline each CIG Entity and White Cliffs Pipeline each SNG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline any CIG Entity or White Cliffs Pipelineany SNG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline Four Corners LLC does not employ nor White Cliffs Pipeline has it employed any employees. None of the employees of the Contributing Seller Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline Four Corners LLC or with respect to their its assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline or White Cliffs PipelineFour Corners LLC, there are no facts or circumstances that have resulted or would reasonably be expected to result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISAEmployees. (b) All Four Corners LLC does not sponsor, maintain or contribute to, nor does it have any legal or equitable obligation to establish, any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a Contributing Seller Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Except as would not result in any liability to Four Corners LLC, (i) each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code is and has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan document. in form and operation, and (dii) Each each Plan in which Associated Employees participate is and has been maintained in material compliance with its terms and the provisions of all applicable Lawslaws, rules and regulations, including, without limitation, ERISA and the Code. (ed) Neither With respect to any Plan that a Contributing Seller Party nor (or any entity treated as a single employer with a Contributing Seller Party for purposes of Section 414(b), (c), (m) or (o) 414 of the Code or Section 4001(a)(14) of ERISA (the “Contributing Parties Seller Aggregated Group”)) has maintained within the last six years or has had any obligation to contribute to within the past six years, (i) except for an event described in Section 4043(c)(3) of ERISA, there has been no “reportable event,” as that term is defined in Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, and the transactions contemplated by this Agreement will not result in such a reportable event for which a waiver does not apply, (ii) neither the Seller Parties nor any member of the Seller Aggregated Group has incurred any material direct or indirect liability under Title IV of ERISA (other than liability for premiums to the payment of benefits or Pension Benefit Guaranty Corporation insurance premiumswhich have been timely paid other than any liabilities for which Four Corners LLC has no responsibility or obligation and (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived that, in either case case, would give rise to a Lien on any of Four Corners LLC’s assets or that would reasonably be expected to result in the ordinary course). (f) a Four Corners Material Adverse Effect. Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline have Four Corners LLC has no responsibility or obligation, neither a Contributing Seller Party nor any member of the Contributing Party Seller Aggregated Group is obligated contributes to, or has an obligation to contribute to, and has not within six years prior to any the Effective Time contributed to, or had an obligation to contribute to, a “multiemployer plan” (as defined in within the meaning of Section 4001(a)(33(37) of ERISA) ERISA in respect of which a Contributing Seller Party or any member of the Contributing Party Seller Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would reasonably be expected to result in a Four Corners Material Adverse Effect. (ge) Except as would not result in any liability to SemCrude Pipeline or White Cliffs PipelineFour Corners LLC, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Seller Parties or any of their Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the CodeAffiliates. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.

Employees and Employee Benefits. (a) Neither SemCrude Pipeline nor White Cliffs Pipeline No Cheyenne Entity or, to the Contributing Parties Knowledge, CIG Entity has any employees. None of the employees of the Contributing Parties or their its Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline any Cheyenne Entity or CIG Entity or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement. Except as would not result in any liability to SemCrude Pipeline any Cheyenne Entity or White Cliffs Pipelineany CIG Entity, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline any Cheyenne Entity or White Cliffs Pipeline CIG Entity on behalf of an individual or a class in excess of $500,000 250,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA. (b) All None of the Cheyenne Entities or, to the Contributing Parties Knowledge, CIG Entities sponsor, maintain or contribute to, nor do they have any legal or equitable obligation to establish, maintain or contribute to any compensation or benefit plan, agreement, program or policy (whether written or oral, formal or informal) for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the foregoing are hereinafter collectively referred to as “Plans”) ). All Plans in which Associated Employees participate are sponsored or maintained by a any Contributing Party or an Affiliate of a Contributing PartyAffiliate. (c) Each Plan in which Associated Employees participate and which is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or relies on an opinion letter issued by the Internal Revenue Service with respect to a base prototype plan documentqualified. (d) Each Except as could not result in a Material Adverse Effect, each Plan in which Associated Employees participate is and has been maintained in material substantial compliance with its terms and the provisions of all applicable Lawslaws, including, without limitation, ERISA and the Code. (e) Neither Except as could not result in a Material Adverse Effect, neither a Contributing Party nor any entity treated as a single employer with a Contributing Party for purposes of Section 414(b), (c), (m) or (o) of the Code (the “Contributing Parties Aggregated Group”) has incurred any material liability under Title IV of ERISA (other than for the payment of benefits or Pension Benefit Guaranty Corporation insurance premiums, in either case in the ordinary course). (f) Other than any liabilities for which SemCrude Pipeline and White Cliffs Pipeline each Cheyenne Entity or each CIG Entity have no responsibility or obligation, neither a Contributing Party nor any member of the Contributing Party Aggregated Group is obligated to contribute to any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) in respect of which a Contributing Party or any member of the Contributing Party Aggregated Group has or may reasonably be expected to incur any withdrawal liability (as defined in Section 4201 of ERISA) that would result in a Material Adverse Effect. (g) Except as would not result in any liability to SemCrude Pipeline any Cheyenne Entity or White Cliffs PipelineCIG Entity, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any subsequent employment-related event) result in any payment becoming due, result in the acceleration of the time of payment or vesting of any such benefits, result in the incurrence or acceleration of any other obligation related to the Plans or to any employee or former employee of the Contributing Parties or any of their its Affiliates or a nonexempt “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. (h) No member of the Contributing Parties Aggregated Group or any organization to which such member is a successor or parent corporation, within the meaning of Section 4069(b) of ERISA, has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA.