Common use of Financial Statements; Internal Controls; Undisclosed Liabilities Clause in Contracts

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the Annual Report on Form 10-K for the year ended December 31, 2010 filed by SNG (the “SNG 10-K”) and CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2009 and 2010 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 2008, 2009 and 2010 for SNG and CIG, as applicable, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2011 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 and 2011 (the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of SNG and CIG, as of such dates and the results of operations, as applicable, of SNG and CIG, or their accounting predecessors, for such periods. (b) There are no material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, any CIG Entity or SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.10, Section 3.11 and Section 3.12, respectively. Table of Contents

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the The Annual Report on Form 10-K for the year ended December 31, 2010 2009 filed by SNG (the “SNG 10-K”) and CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2008 and 2009 and 2010 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 20082007, 2008 and 2009 and 2010 for SNG and CIGSNG, as applicable, and the Quarterly Reports Report on Form 10-Q for the quarter ended March 31, 2011 2010 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2011 2010 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 2008 and 2011 2009 (collectively, the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of SNG and CIGSNG, as of such dates and the results of operations, as applicable, of SNG and CIG, or their accounting predecessors, for such periods. (b) There are no material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, of any CIG Entity or SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31Xxxxx 00, 20100000, (iiixxx) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.10, Section 3.11 and Section 3.12, respectively. Table of Contents.

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, Each of the Annual Report Reports on Form 10-K for the year ended December 31, 2010 2007 filed by SNG CIG (the “SNG CIG 10-K”) and CIG SNG (the “CIG SNG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2009 2006 and 2010 2007 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 20082005, 2009 2006 and 2010 2007 for SNG CIG and CIGSNG, as applicable, and each of the Quarterly Reports on Form 10-Q for the quarter ended March 31June 30, 2011 2008 filed by CIG and SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31June 30, 2011 2008 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31June 30, 2010 2007 and 2011 2008 (collectively referred to as the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of SNG CIG and CIGSNG, as applicable, as of such dates and the results of operations, as applicable, of SNG CIG or its accounting predecessor and CIGSNG, or their accounting predecessorsas the case may be, for such periods. (b) There are no material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, of any CIG Entity or any SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31June 30, 20102008, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; , such matters are being addressed exclusively by Section 3.103.9, Section 3.11 3.10 and Section 3.123.11, respectively. Table of Contents.

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the Annual Report on Form 10-K for the year ended December 31, 2010 filed by SNG (the “SNG 10-K”) and CIG (the “CIG 10-K”) with the SEC sets forth true True and complete copies of the audited balance sheets as of December 31, 2009 and 2010 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for Financial Statements are included in the years ended December 31, 2008, 2009 and 2010 for SNG and CIG, as applicable, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2011 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 and 2011 (the “Financial Statements”)Disclosure Schedule. Except as set forth on in Section 3.8(a) of the Disclosure Schedule 3.5(a)(i)Schedule, the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered thereby thereby, subject to the absence of notes and, in the case of Financial Statements dated March 31, 2015, subject to normal and recurring year-end adjustments (except for changes the effect of which will not be materially adverse). The Financial Statements are based on the books and records of the Company, fairly present, in accounting principles disclosed therein) and present fairly all material respects, the financial condition of SNG and CIG, the Company as of such the respective dates they were prepared and the results of operations, as applicable, the operations of SNG and CIG, or their accounting predecessors, the Company for such periodsthe periods indicated. (b) There Each Acquired Company maintains and complies in all material respects with a system of accounting controls designed to provide reasonable assurances that transactions are no material liabilities recorded as necessary to permit the preparation of the Financial Statements in conformity with GAAP. (c) No Acquired Company has any liabilities, obligations or obligations related to the Subject Interest orcommitments of any nature whatsoever, to the Contributing Parties’ Knowledgeasserted or unasserted, any CIG Entity absolute or SNG Entity (whether known contingent, accrued or unknown and whether accruedunaccrued, absolute, contingent matured or unmatured or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than except for those which (i) liabilities or obligations are reflected or reserved against in the Financial Statements or described in Balance Sheet as of the footnotes theretoBalance Sheet Date, (ii) liabilities or obligations have been incurred in the ordinary course of business consistent with past practice since December 31, 2010the Balance Sheet Date, (iii) liabilities obligations to be performed under the contracts or obligations arising under executory contracts entered into agreements to which one or more of the Acquired Companies is a party that have disclosed in the ordinary course Schedules (but not obligations or liabilities that result from, arise out of business consistent with past practiceor are attributable to, any breach of such contract or agreement), (iv) liabilities are not required by GAAP to be presented by GAAP in unaudited financial statementsdisclosed on the face of a balance sheet, (v) liabilities or obligations under are otherwise specifically disclosed in this Agreement, including the Disclosure Schedule, and (vi) liabilities are not, individually or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have material to the Acquired Companies taken as a Material Adverse Effectwhole. This Section 3.5(b) does not include any matters with respect The balance sheet of each Acquired Company as of March 31, 2015 is referred to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.10, Section 3.11 herein as the “Balance Sheet” and Section 3.12, respectively. Table of Contentsthe date thereof as the “Balance Sheet Date”.

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the Annual Report on Form 10-K for the year ended December 31, 2010 filed by SNG (the “SNG 10-K”) and CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2009 and 2010 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 2008, 2009 and 2010 for SNG and CIGSNG, as applicable, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2011 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 and 2011 applicable (the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of SNG and CIGSNG, as of such dates and the results of operations, as applicable, of SNG and CIG, or their accounting predecessors, for such periods. (b) There are no material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, any CIG Entity or SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; such matters are being addressed exclusively by Section 3.10, Section 3.11 and Section 3.12, respectively. Table of Contents.

Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To Section 4.5 of the Contributing Parties’ KnowledgeDisclosure Schedules includes the following consolidated financial statements (collectively, the Annual Report on Form 10-K “Financial Statements”): (i) audited balance sheets together with the related statements of income (loss), changes in owners’ equity, and cash flows as of and for the year fiscal years ended December 31, 2010 filed by SNG 2005 for the Companies and all of the Retained Subsidiaries (the “SNG 10-KAudited Financial Statements”); and (ii) and CIG (the “CIG 10-K”A) unaudited balance sheets together with the SEC sets forth true related statements of income (loss), changes in owners’ equity, and complete copies of the audited balance sheets cash flows as of and for the fiscal years ended December 31, 2009 2006 for the Companies and 2010 all of the Retained Subsidiaries; and audited (B) consolidated unaudited pro forma balance sheets, as of the Balance Sheet Date, and the statements of income, comprehensive income and partners’ equity, earnings and statements of cash flow as of and for the years one month period ended December 31, 2008, 2009 and 2010 for SNG and CIG, as applicable, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as Balance Sheet Date, of March 31the Companies other than the Retained Subsidiaries (collectively, 2011 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 and 2011 (the “Unaudited Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes and fairly present in accounting principles disclosed therein) and present fairly all material respects the financial condition of SNG the Companies (and CIG, the Retained Subsidiaries as applicable) as of such dates and the results of operations, operations of the Companies (and the Retained Subsidiaries as applicable, of SNG and CIG, or their accounting predecessors, ) for such periods; provided, however, that the Unaudited Financial Statements are subject to normal year-end adjustments and lack footnotes otherwise required by GAAP. No Company is a party to any off-balance sheet arrangements that have or are reasonably likely to have a current or future Material Adverse Effect on the Companies taken as a whole. (b) None of the Companies has received written notice from any Governmental Authority concerning noncompliance with, or deficiencies in, such Company’s financial reporting practices. All material transactions have been properly recorded in the accounting records underlying the Financial Statements. There are no significant deficiencies, including material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, any CIG Entity or SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities whichweaknesses, in the aggregatedesign or operation of internal control over the financial reporting of the Companies. To the Knowledge of the Sellers, would not have no member of the management of the Companies or any other employee with a Material Adverse Effect. This Section 3.5(bsignificant role in the internal control of the Companies over financial reporting has committed any act of fraud having a material effect on the Financial Statements. (c) does not include None of the Companies has received or otherwise had or obtained Knowledge of any matters with respect to Taxescomplaint, Environmental Laws allegation, assertion or Permits; claim, whether written or oral, alleging fraud or suspected fraud affecting such matters are being addressed exclusively by Section 3.10, Section 3.11 and Section 3.12, respectively. Table of ContentsCompany.