Common use of Indemnification Upon Closing Clause in Contracts

Indemnification Upon Closing. 35 9.1 Indemnification of the Partnership Parties 35 9.2 Indemnification of the Contributing Parties 35 9.3 Tax Indemnification 35 9.4 Survival 36 9.5 Demands 36 9.6 Right to Contest and Defend 37 9.7 Cooperation 38 9.8 Right to Participate 38 9.9 Payment of Damages 38 9.10 Limitations on Indemnification 38 9.11 Sole Remedy 39 ARTICLE X MISCELLANEOUS 39 10.1 Expenses 39 10.2 Notices 40 10.3 Governing Law; Jurisdiction 41 10.4 Public Statements 41 10.5 Entire Agreement; Amendments and Waivers 41 10.6 Conflicting Provisions 41 10.7 Binding Effect; Assignment; Parties in Interest 42 10.8 Severability 42 10.9 Interpretation 42 10.10 Headings and Disclosure Schedules 42 10.11 Multiple Counterparts 43 10.12 Action by Partnership Parties 43 Exhibit A Conveyance Agreement Schedule 3.3 No Conflicts; Consents Schedule 3.4 Capitalization; Title to Subject Interest Schedule 3.5(a) White Cliffs Pipeline Financial Statements Schedule 3.5(b) SemCrude Pipeline Financial Statements Schedule 3.5(c) Undisclosed Liabilities Schedule 3.7 Title to Assets Schedule 3.8 Litigation; Laws and Regulation Schedule 3.9 No Adverse Changes Schedule 3.10 Taxes Schedule 3.11 Environmental Matters Schedule 3.12 Licenses; Permits Schedule 3.14 Contracts Schedule 3.15 Transactions with Affiliates Schedule 4.3 No Conflicts; Consents * Omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. This Contribution Agreement (this “Agreement”) is made and entered into as of June 23, 2014, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.” WHEREAS, RRMH and RRMO own 33.34% and 66.66% of the membership interests in SemCrude Pipeline, L.L.C., a Delaware limited liability company (“SemCrude Pipeline”), respectively;

Indemnification Upon Closing. 35 36 9.1 Indemnification of the Partnership Parties 35 36 9.2 Indemnification of the Contributing Parties 35 36 9.3 Tax Indemnification 35 36 9.4 Survival 36 9.5 Demands 36 37 9.6 Right to Contest and Defend 37 38 9.7 Cooperation 38 9.8 Right to Participate 38 39 9.9 Payment of Damages 38 39 9.10 Limitations on Indemnification 38 39 9.11 Sole Remedy 39 40 ARTICLE X MISCELLANEOUS 39 40 10.1 Expenses 39 40 10.2 Notices 40 10.3 Governing Law; Jurisdiction 41 10.4 Public Statements 41 42 10.5 Entire Agreement; Amendments and Waivers 41 42 10.6 Conflicting Provisions 41 42 10.7 Binding Effect; Assignment; Parties in Interest 42 10.8 Severability 42 43 10.9 Interpretation 42 43 10.10 Headings and Disclosure Schedules 42 43 10.11 Multiple Counterparts 43 44 10.12 Action by Partnership Parties 43 44 Exhibits Exhibit A Conveyance Agreement Exhibit B Partnership Agreement Amendment Schedules* Schedule 3.3 No Conflicts; Consents Schedule 3.4 Capitalization; Title to Subject Interest Schedule 3.5(a) White Cliffs Pipeline Financial Statements Schedule 3.5(b) SemCrude Pipeline Financial Statements Schedule 3.5(c) Undisclosed Liabilities Schedule 3.7 Title to Assets Schedule 3.8 Litigation; Laws and Regulation Schedule 3.9 No Adverse Changes Schedule 3.10 Taxes Schedule 3.11 Environmental Matters Schedule 3.12 Licenses; Permits Schedule 3.14 Contracts Schedule 3.15 Transactions with Affiliates Schedule 4.3 No Conflicts; Consents * Omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request. This Contribution Agreement (this “Agreement”) is made and entered into as of June 23, 2014, by and among SemGroup Corporation, a Delaware corporation (“SemGroup”), Rose Rock Midstream Holdings, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMH”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream Operating, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Partnership (“RRMO”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.” WHEREAS, RRMH and RRMO own 33.34% and 66.66% of the membership interests in SemCrude Pipeline, L.L.C., a Delaware limited liability company (“SemCrude Pipeline”), respectively;

Indemnification Upon Closing. 35 52 9.1 Indemnification of the Partnership Parties 35 52 9.2 Indemnification of the Contributing Parties 35 52 9.3 Tax Indemnification 35 52 9.4 Survival 36 53 9.5 Demands 36 53 9.6 Right to Contest and Defend 37 54 9.7 Cooperation 38 54 9.8 Right to Participate 38 55 9.9 Payment of Damages 38 55 9.10 Limitations on Indemnification 38 55 9.11 Sole Remedy 39 56 ARTICLE X 10 MISCELLANEOUS 39 56 10.1 Expenses 39 56 10.2 Notices 40 56 10.3 Governing Law; Jurisdiction 41 Law 57 10.4 Public Statements 41 57 10.5 Entire Agreement; Amendments and Waivers 41 57 10.6 Conflicting Provisions 41 58 10.7 Binding Effect; Assignment; Parties in Interest 42 Effect and Assignment 58 10.8 Severability 42 58 10.9 Interpretation 42 58 10.10 Headings and Disclosure Schedules 42 59 10.11 Multiple Counterparts 43 59 10.12 Action by Partnership Parties 43 Exhibit A Conveyance Agreement 59 TABLE OF CONTENTS (Continued) Exhibits Schedules Schedule 1.1(a) Schedule 2.4 Schedule 2.5 Disclosure Schedules Prepared by the Contributing Parties: Disclosure Schedule 2.3(b) Disclosure Schedule 3.3 No Conflicts; Consents Schedule 3.4 Capitalization; Title to Subject Interest Disclosure Schedule 3.5(a) White Cliffs Pipeline Financial Statements Disclosure Schedule 3.5(b) SemCrude Pipeline Financial Statements Disclosure Schedule 3.5(c3.7(a) Undisclosed Liabilities Disclosure Schedule 3.7 Title to Assets 3.7(b) Disclosure Schedule 3.7(c) Disclosure Schedule 3.8 Litigation; Laws and Regulation Disclosure Schedule 3.9 No Adverse Changes Disclosure Schedule 3.10 Taxes Disclosure Schedule 3.11 Environmental Matters Disclosure Schedule 3.12 Licenses; Permits 3.13 Disclosure Schedule 3.14 Contracts Disclosure Schedule 3.15 Transactions with Affiliates 3.15(a) Disclosure Schedule 4.3 No Conflicts; Consents * Omitted. The registrant agrees 3.17 Disclosure Schedule 3.18 Disclosure Schedule 5.1(b) Disclosure Schedule 5.3 Disclosure Schedule 5.5 Exhibit A – Form of Conveyance, Contribution and Assumption Agreement Exhibit B – Form of Amendment to furnish supplementally a copy Partnership Agreement Exhibit C – Form of any omitted schedule to the Securities Master Facilities Development, Access, Use, and Exchange Commission upon its request. Services Agreement Exhibit D – Form of Overhead Allocation Agreement Exhibit E – Form of Pre-Contribution Assignment and Assumption Agreement – Horizon Exhibit F – Form of Pre-Contribution Assignment and Assumption Agreement – Misc Exhibit G – Form of Pre-Contribution Assignment and Assumption Agreement – Payroll Exhibit H – Form of Pre-Contribution Assignment and Assumption Agreement – PDH Exhibit I – Form of WCES Personnel Services Agreement Exhibit J – Form of WECU Personnel Services and Allocation Agreements Exhibit K – Form of Redwater Expansion Agreement CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is made and entered into as of June 23February 24, 2014, by and among SemGroup CorporationThe Xxxxxxxx Companies, Inc., a Delaware corporation (“SemGroupXxxxxxxx”), Rose Rock Midstream HoldingsXxxxxxxx Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Xxxxxxxx Gas Pipeline Company, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of SemGroup (“RRMHWGP”, and together with Xxxxxxxx and the General Partner, the “Contributing Parties”), Rose Rock Midstream GP, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of SemGroup (the “General Partner”), Rose Rock Midstream, Xxxxxxxx Partners L.P., a Delaware limited partnership (the “Partnership”), and Rose Rock Midstream OperatingXxxxxxxx Partners Operating LLC, a Delaware limited liability company (the “Operating Company”), Xxxxxxxx Field Services Group, LLC, a Delaware limited liability company (“WFSG”),Xxxxxxxx Olefins, L.L.C., a Delaware limited liability company and a direct, indirect wholly-owned subsidiary of the Partnership (“RRMOWOL”). SemGroup, RRMH and the General Partner are referred to herein collectively as the “Contributing Parties,” the Partnership and RRMO are referred to herein collectively as the “Partnership Parties” and the Contributing Parties and Partnership Parties are referred to herein collectively as the “Parties.” WHEREAS, RRMH and RRMO own 33.34% and 66.66% of the membership interests in SemCrude PipelineXxxxxxxx Olefins Feedstock Pipelines, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of WOL (“SemCrude PipelineWOFP”, and together with WOL, WFSG, the Partnership and the Operating Company, the “Partnership Parties”), respectively;.