Common use of Employees; Employee Plans Clause in Contracts

Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a), none of the Partnership Entities currently has any employees and none of the Partnership Entities has ever had any employees. (b) Except as disclosed on Schedule 3.12(b), the Partnership Entities and the Partnership ERISA Affiliates do not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, have sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Partnership Plans”). (c) Lehigh GP (i) currently has no employees, (ii) has never had any employees and (iii) has never been the co-employer of any employee of LGC or a LGC Subsidiary. (d) Except as disclosed on Schedule 3.12(d), Lehigh GP does not have any Plan Liability with respect to any Employee Plans that are now, or that have during the past five (5) years been, sponsored, maintained, contributed to, or required to be sponsored, maintained, or contributed to, by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh GP does not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Lehigh GP Plans” and together with the Partnership Plans, the “Plans”). (e) With respect to any Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of LGC, threatened that could result in any material liability to GP Buyer, Lehigh GP or any Partnership Entity. Except as would not, individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice. (f) Except as disclosed on Schedule 3.12(f), neither the negotiation or execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, result in any liability to the Subject Employees for compensation or benefits, including severance and change in control benefits, that will be a liability of the Partnership Entities, Lehigh GP or GP Buyer at or following the Closing.

Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a), none None of the Partnership Entities currently has any employees and and, except as set forth on Schedule 3.14(a), none of the Partnership Entities has ever had any employees. (b) Except as disclosed on Schedule 3.12(b3.14(b), the Partnership Entities and the Partnership their ERISA Affiliates do not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, have sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Partnership Plans”). (c) Lehigh ENP GP (i) currently has no employeesemployees and, (ii) except as set forth on Schedule 3.14(c), ENP GP has never had any employees and (iii) has never been the co-employer of any employee of LGC or a LGC Subsidiaryemployees. (d) Except as disclosed on Schedule 3.12(d3.14(d), Lehigh ENP GP does not have any Plan Liability with respect to any Employee Plans that are now, or that have during the past five (5) years been, sponsored, maintained, contributed to, or required to be sponsored, maintained, or contributed to, to by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh its ERISA Affiliates. ENP GP does not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Lehigh ENP GP Plans” and together with the Partnership Plans, the “Plans”). (e) With respect to any Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of LGCthe Selling Parties, threatened that could result in any material liability to GP Buyer, Lehigh ENP GP or any Partnership Entity. Except as would not, individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice. (f) Except as disclosed on Schedule 3.12(f), neither Neither the negotiation or execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, result in any Plan Liability or other liability to the Subject Employees for compensation or benefits, including severance and change in control benefits, that will be a liability of the Partnership Entities, Lehigh ENP GP or GP the Buyer at or following the Closing.

Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a), none 3.17(a) sets forth a true and complete list of the Partnership Entities currently has any employees names, ---------------- titles and none annual base salaries of the Partnership Entities has ever had any employeesall Employees. (b) Except as disclosed on Schedule 3.12(b), the Partnership Entities 3.17(b) sets forth a true and the Partnership ERISA Affiliates do not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, have sponsored, maintained or contributed to or had an obligation to contribute to, any complete list of each ---------------- Employee Plans (collectively, the “Partnership Plans”)Plan and Benefit Arrangement. (c) Lehigh GP (iSeller has performed in all material respects all obligations required to be performed by it under each Employee Plan that is intended to qualify under Sections 401(a), 401(k) currently or 401(m) of the Code, and each such Employee Plan and Benefit Arrangement has no employeesbeen established and maintained in all material respect in accordance with its terms and in compliance with all applicable laws, (ii) has never had any employees statutes, orders, rules and (iii) has never been regulations, including but not limited to ERISA or the co-employer of any employee of LGC or a LGC SubsidiaryCode. (d) Except as disclosed set forth on Schedule 3.12(d3.17(d), Lehigh GP (i) Seller is not a party ---------------- to any union or collective bargaining agreements covering any of the Employees, (ii) Seller does not know of any activities or proceedings of any labor union to organize any such Employees, and (iii) Seller does not have any Plan Liability employment agreements with respect any of such Employees. Seller is in compliance with all applicable laws relating to any Employee Plans that are nowemployment and employment practices, or that have during the past five (5) years beenwages, sponsoredhours and terms and conditions of employment, maintainedin each case relating to Employees, contributed to, or required to be sponsored, maintained, or contributed to, by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh GP does not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Lehigh GP Plans” and together with the Partnership Plans, the “Plans”). (e) With respect to any Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, except to the Knowledge of LGCextent that such non-compliance would not reasonably be expected to have, threatened that could result in any material liability to GP Buyer, Lehigh GP or any Partnership Entity. Except as would not, either individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice. (fe) Except as disclosed set forth on Schedule 3.12(f3.17(e), neither the negotiation or execution of this Agreement, nor ---------------- Agreement and the consummation of the transactions contemplated by this Agreement will, herein will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan or Benefit Arrangement that will or could reasonably be expected to result in combination with another eventany payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits that will result in any liability of Buyer. (f) Schedule 3.17(f) hereto sets forth a list of all Employees and the ---------------- respective amount of severance payments that would be due to the Subject such Employees for compensation or benefits, including severance and change in control benefits, that will if they were to be a liability terminated by Seller as of the Partnership EntitiesClosing Date, Lehigh GP or GP Buyer at or following the Closingwhich amounts are true and correct in all material respects.

Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a)Neither Seller, none of Holdings, the General Partner nor the Partnership Entities currently has any employees and none of neither Seller, Holdings, the General Partner nor the Partnership Entities has ever had any employees. (b) Except As of the date hereof, (i) except as disclosed set forth on Schedule 3.12(b3.14(b), none of the employees of any Partnership Entity (the “Subject Employees”) are subject to any collective bargaining agreements or other labor Contract, (ii) to the Knowledge of Seller, neither Holdings, the General Partner nor any of the Partnership Entities has currently agreed to recognize any union or other collective bargaining representative except in connection with the collective bargaining agreements set forth on Schedule 3.14(b), and (iii) since January 1, 2013 through the Partnership ERISA Affiliates do not sponsordate hereof, maintain no union or contribute other collective bargaining representative, to the Knowledge of Seller, has attempted to organize or have an obligation (secondarybeen certified as the exclusive bargaining representative of any Subject Employee. There is no labor strike, contingent work stoppage, slowdown, walkout, lockout or otherwise) similar labor activity pending or, to contribute the Knowledge of Seller, threatened involving any Subject Employees. There is no pending or, to andthe Knowledge of Seller, at no time during threatened labor dispute, grievance or Legal Proceeding relating to labor matters involving the past five (5) years, have sponsored, maintained employment or contributed to termination of employment of any current or had an obligation to contribute to, any Employee Plans (collectivelyformer employees or independent contractors of Holdings, the “General Partner or any Partnership Plans”)Entities that would, individually or in the aggregate, result in a material liability to Buyer, Holdings, the General Partner or any Partnership Entity. (c) Lehigh GP (i) currently has no employees, (ii) has never had any employees and (iii) has never been the co-employer of any employee of LGC or a LGC Subsidiary. (d) Except as disclosed on Schedule 3.12(d3.14(c), Lehigh GP does not have any Plan Liability with respect to any Employee Plans that are nowneither Holdings nor the General Partner sponsors, maintains or that have during the past five (5) years been, sponsored, maintained, contributed to, or required to be sponsored, maintained, or contributed to, by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh GP does not sponsor, maintain or contribute contributes to or have has an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (as listed on Schedule 3.14(c), collectively, the “Lehigh GP Plans” and together with the Partnership Plans, the “General Partner Plans”). (d) Schedule 3.14(d) contains a list of each material Employee Plan maintained, sponsored by, or contributed to (or required to be contributed to) by any of the Partnership Entities for the benefit of any current or former employee, director or independent contractor of Holdings, the General Partner or any of the Partnership Entities (or for the respective beneficiaries or dependents of such individuals) (as listed on Schedule 3.14(d), each, a “Partnership Benefit Plan” and together with the General Partner Plans, the “Benefit Plans”). With respect to each Benefit Plan, Seller has delivered or made available to Buyer true and complete copies, where applicable, of the plan document (including any amendments), the summary plan description and any current summary of material modification, documentation of any funding arrangement, the most recent IRS determination letter (or opinion letter), the most recent Form 5500, the most recent actuarial report, and any Pension Benefit Guaranty Corporation Form 1. (e) Except as would not have a Material Adverse Effect, each Benefit Plan complies with, and has been operating in accordance with, all applicable Laws (including, where applicable, ERISA and the Code and the regulations promulgated thereunder) and the terms of the applicable Benefit Plan. No Partnership Entity has applied pursuant to Section 412(c) of the Code or Section 302(c) of ERISA for a waiver of the minimum funding standard with respect to any Benefit Plan. (f) No Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA) and no Partnership Entity or any ERISA Affiliate has participated in a multiemployer plan within the last six (6) years. (g) No Partnership Entity or any ERISA Affiliate: (i) has withdrawn from any pension plan under circumstances resulting (or expected to result) in a liability to the Pension Benefit Guaranty Corporation; or (ii) has incurred any unsatisfied liability to the Pension Benefit Guaranty Corporation or any Benefit Plan subject to Title IV of ERISA that would result in the imposition of any material liability on Buyer or any Partnership Entity. (h) With respect to any each Benefit Plan, no actions, suits Legal Proceedings or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of LGC, or threatened that could result in any material liability to GP Buyer, Lehigh GP or any Partnership Entity. Except as would notwould, individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged result in any unfair labor practicematerial liability to Buyer, the General Partner or any Partnership Entity. (fi) Except as disclosed on set forth in Schedule 3.12(f3.14(i), other than as required under Section 4980B of the Code or other applicable Law, no Benefit Plan provides benefits or coverage in the nature of health, life, welfare or disability insurance following retirement or other termination of employment (other than death benefits when termination occurs upon death). (j) Except as set forth in Schedule 3.14(j), neither the negotiation or execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, (i) result in any liability to payment (including severance, unemployment compensation, golden parachute, bonus, or otherwise) becoming due under any Benefit Plan, (ii) materially increase any benefits otherwise payable under any Benefit Plan, (iii) result in the Subject Employees for compensation or benefits, including severance and change in control benefits, that will be a liability acceleration of the time of payment or vesting of any payments or give rise to any additional service credits under any Benefit Plan, or (iv) trigger a payment resulting in an excise Tax for any Subject Employee under Section 4999 of the Code or a non-deductible expense for any Partnership Entities, Lehigh GP or GP Buyer at or following Entity under Section 280G of the ClosingCode. (k) The representations and warranties set forth in this Section 3.14 are Seller’s sole and exclusive representations and warranties regarding employee and employee benefit matters.

Employees; Employee Plans. (a) Except as disclosed on Schedule 3.12(a), none None of the Partnership Entities currently has any employees and and, except as set forth on Schedule 3.14(a), none of the Partnership Entities has ever had any employees. (b) Except as disclosed on Schedule 3.12(b3.14(b), the Partnership Entities and the Partnership their ERISA Affiliates do not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, have sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Partnership Plans”). (c) Lehigh ENP GP (i) currently has no employeesemployees and, (ii) except as set forth on Schedule 3.14(c), ENP GP has never had any employees and (iii) has never been the co-employer of any employee of LGC or a LGC Subsidiaryemployees. (d) Except as disclosed on Schedule 3.12(d3.14(d), Lehigh ENP GP does not have any Plan Liability with respect to any Employee Plans that are now, or that have during the past five (5) years been, sponsored, maintained, contributed to, or required to be sponsored, maintained, or contributed to, to by any Person that, together with Lehigh GP, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, and Lehigh its ERISA Affiliates. ENP GP does not sponsor, maintain or contribute to or have an obligation (secondary, contingent or otherwise) to contribute to and, at no time during the past five (5) years, has sponsored, maintained or contributed to or had an obligation to contribute to, any Employee Plans (collectively, the “Lehigh ENP GP Plans” and together with the Partnership PlansPl ans, the “Plans”). (e) With respect to any Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of LGCthe Selling Parties, threatened that could result in any material liability to GP Buyer, Lehigh ENP GP or any Partnership Entity. Except as would not, individually or in the aggregate, reasonably be expected to have a GP Material Adverse Effect or a Partnership Material Adverse Effect, with respect to the Subject Employees, Lehigh GP and the Partnership are in compliance with all applicable Laws respecting employment, employment practices, and the terms and conditions of employment, including employee classification, workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice. (f) Except as disclosed on Schedule 3.12(f), neither Neither the negotiation or execution of this Agreement, nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, result in any Plan Liability or other liability to the Subject Employees for compensation or benefits, including severance and change in control benefits, that will be a liability of the Partnership Entities, Lehigh ENP GP or GP the Buyer at or following the Closing.