Common use of Labor Relations and Employee Benefits Clause in Contracts

Labor Relations and Employee Benefits. Centrahoma JV (i) is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Centrahoma JV or third Person that provides services to Centrahoma JV, and, to the Knowledge of Seller, there are no organizational campaigns, petitions or other unionization activities focusing on persons employed by Centrahoma JV or third Person that provides services to Centrahoma JV which seeks recognition of a collective bargaining unit and there have been no such campaigns, petitions, or activities in the previous four years, or (ii) is not, and has not been within the previous four years, subject to any strikes, material slowdowns or material work stoppages pending or, to the Knowledge of Seller, threatened between Centrahoma JV and any group of the foregoing employees or any representative of the foregoing employees. Centrahoma JV is in material compliance with, and has at all times within the previous four years materially complied with, all applicable Laws relating to employment and employment practices, including without limitation the engagement of independent contractors. As to Centrahoma JV, there is no pending or threatened, nor within the previous four years has been no, demand, charge, complaint, lawsuit, investigation, or Proceeding of any kind and in any forum by or on behalf of any present or former applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with any applicable Laws relating to employment and employment practices. Centrahoma JV engages the services of Kahuna Operating LLC (“Kahuna”) as an independent contractor pursuant to that certain Facilities Operating Agreement between them dated March 1, 2008 (the “Operating Agreement”). Centrahoma JV and Kahuna have fully complied with their respective obligations to provide workers’ compensation insurance in accordance with the Operating Agreement. Kahuna’s workers’ compensation policy has been endorsed to name Centrahoma JV as an alternate employer as required by the Operating Agreement. No employee of Kahuna has ever claimed in any demand, charge, complaint, lawsuit, investigation, or Proceeding against Centrahoma JV to be an employee Centrahoma JV as defined under applicable Law, whether co-employed or otherwise. Except as set forth in Schedule 4.16, Centrahoma JV is not a party to any outstanding agreements or contracts with any service provider that cannot be terminated upon notice by and at no expense or liability to Centrahoma JV, or that provide for the payment by Centrahoma JV of any severance, compensation, bonus, commission, or any similar remuneration following termination of such agreement or contract. Centrahoma JV is not the subject of any currently ongoing or, to the Knowledge of Seller, threatened investigations or audits related to employment-related violations by any Governmental Authority, and Centrahoma JV is not, nor has been within the previous four years, subject to or otherwise bound by any Governmental Order issued by any Governmental Authority relating to employment-related violations. Centrahoma JV does not (i) have, nor has it ever had, any employees, as defined under applicable Law, whether co-employed or otherwise, or (ii) sponsor, maintain or contribute to or have any obligation to contribute to or any other liability with respect to, nor has it previously sponsored, maintained or contributed to or had any obligation to contribute to, any employee benefit or welfare plan, agreement or arrangement of any nature, whether written or unwritten, and including but not limited to, plans subject to ERISA. There does not now exist, nor do any circumstances exist that could result in, any “benefit plan liability” of Seller or any Affiliate or ERISA Affiliate of Seller that would be, or could become, a liability following the Closing of Centrahoma JV, Buyer or any of Centrahoma JV’s or Buyer’s Affiliates or ERISA Affiliates. As used in the preceding sentence, the term “benefit plan liability” means any and all liabilities (1) under Title IV of ERISA, (2) under Sections 206(g), 302 or 303 of ERISA, and (3) under Sections 412, 430, 431, 436 or 4971 of the Code, and the term “ERISA Affiliate” means with respect to a person or entity, any other person or entity which, together with such person or entity, would be treated as a single employer under Section 414 of the Code.

Labor Relations and Employee Benefits. Centrahoma JV (a) Antero Midstream (i) is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Centrahoma JV Antero Midstream or third Person that provides services to Centrahoma JVAntero Midstream, and, to the Knowledge of Seller, there are no organizational campaigns, petitions or other unionization activities focusing on persons employed by Centrahoma JV Antero Midstream or third Person that provides services to Centrahoma JV Antero Midstream which seeks recognition of a collective bargaining unit and there have been no such campaigns, petitions, or activities in the previous four years, or (ii) is not, and has not been within the previous four years, subject to any strikes, material slowdowns or material work stoppages pending or, to the Knowledge of Seller, threatened between Centrahoma JV Antero Midstream and any group of the foregoing employees or any representative of the foregoing employees. Centrahoma JV Antero Midstream is in material compliance with, and has at all times within the previous four years materially complied with, all applicable Laws relating to employment and employment practices, including without limitation the engagement of independent contractors, the engagement of staff leasing or similar companies, equal employment opportunity, non-discrimination, non-harassment, retaliation, affirmative action, terms and conditions of employment, wages, employment benefits, hours of work and overtime, worker classification as an employee or otherwise, employment-related immigration and authorization to work in the United States, occupational safety and health, notice of plant closings or mass layoffs, employee waivers of liability, and privacy of employee medical and health information. As to Centrahoma JVAntero Midstream, there is no pending or threatened, nor within the previous four years has there been noany, demand, charge, complaint, lawsuit, investigation, or Proceeding of any kind and in any forum by or on behalf of any present or former employee, applicant, person claiming to be an employee, or any classes of the foregoing, alleging or concerning a violation of, or compliance with any such applicable Laws relating to employment and employment practices. Centrahoma JV engages Before the services of Kahuna Operating LLC Closing, Antero Midstream co-employed certain employees (the “KahunaShared Employees”) as an independent contractor with Antero Resources Corporation and other Persons pursuant to that certain Facilities Operating Amended and Restated Services Agreement between them dated March 1by and among Antero Midstream, 2008 Antero Resources Corporation, and the other parties thereto (the “Operating Service Agreement”). Centrahoma JV As of the Closing Date, Antero Midstream no longer employs or co-employs any Shared Employees or other Persons and Kahuna has no obligations or liabilities to any Shared Employees or other Persons under the Service Agreement, and Antero Midstream will not have fully complied with their respective any such obligations or liabilities following the Closing Date to provide workers’ compensation insurance in accordance with any Shared Employees or other Persons under the Operating Service Agreement. Kahuna’s workers’ compensation policy As of the Closing Date, the obligations of Antero Midstream under the Service Agreement have been terminated and Antero Midstream has been endorsed to name Centrahoma JV as an alternate employer as required by no liabilities under the Operating Service Agreement, and Antero Midstream will not have any such obligations or liabilities following the Closing Date under the Service Agreement. No To the Knowledge of Seller, no current or former Shared Employee or other employee of Kahuna Antero Midstream has ever claimed in a right to be recalled, reinstated or restored to employment by Antero Midstream following the Closing Date under any demandcollective bargaining agreement, charge, complaint, lawsuit, investigationapplicable Laws relating to employment and employment practices or employee leave, or Proceeding against Centrahoma JV to be an employee Centrahoma JV as defined under applicable Lawcontract, whether co-employed policy, or otherwisepractice of Antero Midstream. Except as set forth in on Schedule 4.16, Centrahoma JV Antero Midstream is not a party to any outstanding agreements or contracts with any service provider that cannot be terminated upon notice by and at no expense or liability to Centrahoma JVAntero Midstream, or that provide for the payment by Centrahoma JV of any severance, compensation, bonus, commission, or any similar remuneration by Antero Midstream following termination of such agreement or contract. Centrahoma JV Antero Midstream has not experienced a “plant closing” nor “mass layoff” as those terms are defined by Worker Adjustment and Retraining Notification Act (“WARN Act”) within the last four years. Antero Midstream is not the subject of any currently ongoing or, to the Knowledge of Seller, threatened investigations or audits related to employment-related violations by any Governmental Authority, and Centrahoma JV Antero Midstream is not, nor has been within the previous four years, subject to or otherwise bound by any Governmental Order issued by any Governmental Authority relating to employment-related violations. Centrahoma JV does not . (b) Except as set forth in Schedule 4.16, Antero Midstream (i) have, nor has it ever had, does not have any employees, employees as defined under applicable LawLaw as of the Closing Date, whether co-co- employed or otherwise, otherwise or (ii) does not sponsor, maintain maintain, is not a participating employer in, or contribute to or contributes, nor does it have any obligation to contribute contribute, to or any other liability with respect toBenefit Plan. For purposes of this Agreement, nor has it previously sponsored, maintained or contributed to or had any obligation to contribute to, a “Benefit Plan” includes any employee benefit or welfare plan, agreement or arrangement plan of any nature, whether written or unwrittennot subject to ERISA, and including but not limited to, plans any personnel policy, stock option plan, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance or retention pay plan, policy, program or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, retiree benefit plan or arrangement, fringe benefit program or practice (whether or not taxable), employee loan, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding. The Shared Employees are not eligible to participate in or entitled to benefits under any Benefit Plan in which Antero Midstream sponsors, maintains, is a participating employer in, contributes, or has any obligation to contribute. (c) No fiduciary (as defined in ERISA Section 3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Benefit Plan which breach or failure could impose liability upon Antero Midstream. With respect to any Benefit Plan listed or required to be listed on Schedule 4.16: (i) Seller has made available to the Buyer correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter or, if applicable, opinion letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts, and other funding agreements, (ii) each such Benefit Plan complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable Laws except for the adoption of any amendments the adoption of which is not yet required by applicable Laws, and all required reports, returns and descriptions have been timely and appropriately filed or distributed, as required, and (iii) all contributions, including premiums and other payments, have been timely made and no further contributions or other payments, including any premiums, costs, fees, penalties, taxes, or other amounts, will be owed by Antero Midstream with respect to any Benefit Plan on or after the Closing. (d) Neither Antero Midstream nor any ERISA Affiliate of Antero Midstream currently sponsors, maintains, participates in, contributes to or is required to contribute to, or has ever sponsored, maintained, participated in, contributed to or been required to contribute to any plan (including any multiemployer plan) subject to ERISATitle IV of ERISA or to Section 412 of the Code. “ERISA Affiliate” means with respect to a person or entity, any other person or entity which, together with such person or entity, would be treated as a single employer under Section 414 of the Code. There does not now exist, nor do any circumstances exist that could result in, any “benefit plan liability” of Seller or any Affiliate or ERISA Affiliate of Seller that would be, or could become, a liability of Antero Midstream following the Closing of Centrahoma JV, Buyer or any of Centrahoma JV’s or Buyer’s Affiliates or ERISA AffiliatesClosing. As used in the preceding sentence, the term “benefit plan liability” means any and all liabilities (1) under Title IV of ERISA, (2) under Sections 206(g), 302 or 303 of ERISA, and (3) under Sections 412, 430, 431, 436 or 4971 of the Code, and the term “ERISA Affiliate” means with respect to a person or entity, any other person or entity which, together with such person or entity, would be treated as a single employer under Section 414 of the Code.