Common use of Parent SEC Documents; Financial Statements Clause in Contracts

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent and each of its Subsidiaries has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent and its Subsidiaries since January 1, respectively 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective datesdates of filing, each or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Parent SEC DocumentsSecurities Act, as amended, compliedtheir respective effective dates, or if not yet filed amended or furnishedsuperseded prior to the date of this Agreement, will comply then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and (B) none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent each of Parent, ETP and SXL included in the Parent SEC DocumentsDocuments have been prepared in all material respects in accordance with GAAP (except, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreementunaudited quarterly financial statements, as permitted by Form 10-Q of the date of such amendment) with the SEC or other applicable rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated Subsidiaries, ETP and its consolidated Subsidiaries, or SXL and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments) the financial position of Parent adjustments and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented to any other adjustments described therein). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger Each of Colgate Energy Partners IIIParent, LLC with ETP and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and SXL maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 13a-15(e) or Rule 15d-15, as applicable, 15d-15(e) under the Exchange Act); such . Each of Parent, ETP and SXL maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act. Each of Parent’s, ETP’s and SXL’s disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent Parent, ETP and SXL in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that all such material information is accumulated and maintained communicated to provide reasonable assurance Parent’s, ETP’s or SXL’s management, as applicable, as appropriate to allow timely decisions regarding required disclosure and to make the reliability certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Each of Parent’s, ETP’s and SXL’s management has completed an assessment of the effectiveness of Parent’s, ETP’s and SXL’s, respectively, internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2014 and such assessment concluded that such controls were effective. Each of Parent, ETP and SXL has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s, ETP’s or SXL’s auditors, as applicable, and the preparation Audit Committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There GP, the general partner of ETP or the general partner of SXL, as applicable, (iA) is no any known significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal controls of over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s, ETP’s or SXL’s ability, as applicable, to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or known fraud, whether or not material, that involves management or other employees who have have, in each case, a significant role in Parent’s, ETP’s or SXL’s, as applicable, internal controlscontrols over financial reporting, and (iii) is noteach such significant deficiency, and since January 1, 2022, there material weakness or fraud has not been, any “extensions of credit” (within been disclosed to the meaning of Section 402 Company as of the Xxxxxxxx-Xxxxx Actdate hereof. (iv) There are no liabilities or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director obligations of Parent or any of its Subsidiaries. The principal executive officer Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than (A) liabilities or obligations reflected or reserved against in the principal financial officer consolidated balance sheet as of Parent have made all certifications required by December 31, 2014 (or the Xxxxxxxx-Xxxxx Actnotes thereto) of each of Parent, the Exchange Act ETP and any related rules and regulations promulgated by the SEC with respect to Parent SEC DocumentsSXL, and the statements contained in each case included in such certifications were complete person’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 31, 2014, (B) current liabilities incurred in the ordinary course of business since December 31, 2014, (C) liabilities or obligations incurred under the terms of this Agreement or in connection with the Transactions and correct as of (D) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not have or would not reasonably be expected to have, individually or in the dates they were madeaggregate, a Parent Material Adverse Effect.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2011 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. Parent has made available to the Company all material correspondence with the SEC since January 1, 2011 and, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10‑Q of the SEC Documents filed after or other rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year‑end adjustments, none of which adjustments are expected to be material). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September Since January 1, 20222011, for the year ended December 31, 2022subject to any applicable grace periods, Parent has established been and is in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, except in each case for any such noncompliance that has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iv) (A) Parent maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated (B) Parent has disclosed since January 1, 2011, to Parent’s principal executive officer 's auditors and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability audit committee of Parent’s financial reporting 's Board of Directors (1) any significant deficiencies and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness weaknesses in the design or operation of its internal controls of over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiariesthat are reasonably likely to adversely affect Parent's ability to record, process, summarize and report financial information and (ii2) is notany fraud, and since January 1, 2022, there has not been, any illegal act or fraudto the Knowledge of Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s 's internal controls, control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent's auditors and (iii) is not, and since audit committee from January 1, 20222011 to the date of this Agreement. Parent's principal executive officer and principal financial officer have made, there with respect to the Parent SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. Parent has not beenidentified any material weaknesses in the design or operation of the internal controls over financial reporting. Neither Parent nor any of the Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” (to directors or executive officers of the Company within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (v) Except (A) as reflected, accrued or prohibited loans reserved against in (x) Parent's consolidated balance sheet as of December 31, 2012 (or the notes thereto) included in Parent's Annual Report on Form 10-K filed prior to any executive officer the date of this Agreement for the fiscal year ended December 31, 2012, or (y) Parent's consolidated balance sheet as of March 31, 2013 (or the notes thereto) included in Parent's Quarterly Report on Form 10-Q filed prior to the date of this Agreement for the fiscal quarter ended Xxxxx 00, 0000, (X) for liabilities or obligations incurred in the ordinary course of business since March 31, 2013, (C) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or nor any of its Subsidiaries. The principal executive officer and the principal financial officer Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, of Parent have made all certifications a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the Xxxxxxxx-Xxxxx Actnotes thereto, other than those which have not had and would not reasonably be expected to have, individually or in the Exchange Act and any related rules and regulations promulgated by the SEC with respect to aggregate, a Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeMaterial Adverse Effect.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2012 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents (A) complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and (B) none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain documents contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. Parent has made available to the Company all material correspondence with the SEC since January 1, 2012 and, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10-Q of the SEC Documents filed after or other applicable rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which adjustments are expected to be material in nature or amount). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September Since January 1, 20222012, for the year ended December 31, 2022subject to any applicable grace periods, Parent has established been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (iv) Parent has timely filed or furnished and made available to the Company all certifications and statements required by Rule 13a-14 or Rule 15d-14 under the Exchange Act. Parent maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 13a-15(e) or Rule 15d-15, as applicable, 15d-15(e) of the Exchange Act. Parent maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act); such disclosure controls and procedures are designed . Parent has disclosed, based on its most recent evaluation prior to ensure that material information relating to Parentthe date of this Agreement, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (iA) is no any known significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal controls of over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent any known fraud or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or allegation of fraud, whether or not material, that involves management or other employees who have have, in each case, a significant role in Parent’s internal controls, and controls over financial reporting. (iiiv) is not, and since January 1, 2022, there has not been, There are no outstanding loans made by Parent or any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans its Subsidiaries to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. (vi) Except (A) as reflected, accrued or reserved against in (1) Parent’s consolidated balance sheet as of December 31, 2013 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 31, 2013, or (2) Parent’s consolidated balance sheet as of June 30, 2014 (or the notes thereto) included in Parent’s Quarterly Report on Form 10-Q filed prior to the date of this Agreement for the fiscal quarter ended June 30, 2014, (B) for liabilities or obligations incurred in the ordinary course of business since June 30, 2014, (C) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent or nor any of its Subsidiaries. The principal executive officer and the principal financial officer Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, of Parent have made all certifications a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the Xxxxxxxx-Xxxxx Actnotes thereto, other than those which have not had and would not reasonably be expected to have, individually or in the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documentsaggregate, and the statements contained in such certifications were complete and correct as of the dates they were madea Material Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed with or furnished with the SECto, as applicable, on a timely basis, all reports, schedules, forms, reports, certifications, schedulescertificates, statements and documents required to be filed or furnished under by it with or to the SEC pursuant to the Exchange Act or the Securities Act or since the Exchange Act, respectively Applicable Date (such forms, the reports, certifications, schedules, forms, certificates, statements and documentsdocuments filed or furnished since the Applicable Date and subsequent to the date of this Agreement, collectivelyincluding any amendments thereto, the “Parent SEC Documents”). As of their respective dates, each Each of the Parent SEC Documents, as amendedat the time of its filing or being furnished, complied, or if not yet in the case of any Parent SEC Document filed with or furnishedfurnished to the SEC subsequent to the date of this Agreement, will comply as to form comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the any rules and regulations of the SEC promulgated thereunder applicable to such the Parent SEC Documents. As of their respective dates, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amendedamendment), or if the Parent SEC Documents did not, and any Parent SEC Documents filed with or furnished to the SEC subsequent to the date of this AgreementAgreement will not, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Parent included in or incorporated by reference into the Parent SEC Documents, Documents (including all the related notes and schedules thereto, compliedschedules) (the “Parent SEC Financial Statements”) have been prepared, or in the case of Parent SEC Documents Financial Statements (including the related notes and schedules) filed after the date of this Agreement, will comply in all material respects, when filed (with or if amended prior furnished to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared prepared, in accordance with GAAP (except as may be otherwise indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act), applied on a consistent basis during the periods involved involved, and (except as may be indicated therein or in the notes thereto oror as subsequently amended or superseded by a filing prior to the date of this Agreement) fairly present, or in the case of Parent SEC Financial Statements (including the unaudited statementsrelated notes and schedules) filed with or furnished to the SEC after the date of this Agreement, as permitted by Rule 10-01 of Regulation S-X of the SEC) and will fairly present present, in all material respects in accordance with applicable requirements respects, the consolidated financial position of GAAP Parent and its consolidated Subsidiaries for the time periods set forth therein and the consolidated statements of earnings, stockholders’ equity and cash flows for the respective periods set forth therein (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments) the financial position of Parent adjustments that are not and its consolidated Subsidiaries as of their respective dates will not be material in amount or effect and the results absence of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinfootnotes). (c) Other than with respect Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any kind or nature required by GAAP to be reflected in a consolidated balance sheet of Parent or disclosed in the notes thereto, except for such liabilities and obligations (i) reflected, reserved against or otherwise disclosed in the consolidated balance sheet of Parent as of June 30, 2013 (including the notes thereto) included in the Parent SEC Financial Statements, (ii) incurred in the Ordinary Course since the date of such financial statements, (iii) discharged or paid prior to the assets that were contributed into Pacers OpCo through date of this Agreement or (iv) as would not be reasonably expected to have, individually or in the merger aggregate, a Parent Material Adverse Effect. (d) Parent is in compliance in all material respects with the applicable provisions of Colgate Energy Partners III, LLC with the Xxxxxxxx-Xxxxx Act and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, related rules and regulations promulgated thereunder. Parent has established and maintains a system of disclosure controls and procedures and internal control over financial reporting and disclosure controls and procedures (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or Rule 15d-15, as applicable, 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to . Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that such information is accumulated and maintained communicated to provide the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent’s internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There GAAP and includes policies and procedures that (i) is no pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent are being made only in accordance with authorizations of management and directors of Parent and its Subsidiaries, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements. Parent has disclosed, based on the most recent evaluation of Parent’s principal executive officer and its principal financial officer, to Parent’s auditors and the Audit Committee of Parent’s Board of Directors (x) all significant deficiency or material weakness deficiencies, if any, in the design or operation of internal controls of control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and has identified to such auditors and Audit Committee of Parent’s Board of Directors any material weaknesses in internal controls over financial reporting and (as defined in Rule 13a-15(fy) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees of Parent or any of its Subsidiaries who have a significant role in Parent’s internal controls, and control over financial reporting. (iiie) is Parent has not, in the twelve (12) months preceding the date hereof, received written notice from Nasdaq that Parent is not in compliance with the listing or maintenance requirements of Nasdaq. Parent is in compliance in all material respects with the applicable listing and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related corporate governance rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeNasdaq.

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateDecember 31, 2016, Parent has timely filed with (or furnished with to) the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements, exhibits and other documents (including exhibits, financial statements and documents schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished furnished) under the Exchange Act or the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, its filing (or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment amendment, each Parent SEC Document complied in all material respects with respect to those disclosures that are amended)the applicable requirements of the Exchange Act and the Securities Act, or as the case may be. As of its filing date or, if filed with or furnished to the SEC subsequent amended prior to the date of this Agreement, will as of the date of the last such amendment, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the . Each Parent SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended or supplemented, compliedif applicable, or in filed pursuant to the case Securities Act, as of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (such registration statement or if amended amendment became effective prior to the date of this Agreement, as did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of such amendmentthis Agreement, there are no amendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim statements, as may be permitted by Rule under Form 10-01 of Regulation S-X Q of the SECExchange Act) and (iii) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position position, the stockholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of their respective dates the times and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinreferred to therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments). (b) Prior to the date of this Agreement, Parent has furnished to the Company complete and correct copies of all comment letters from the SEC since December 31, 2016 through the date of this Agreement with respect to any of the Parent SEC Documents, together with all written responses of Parent thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of Parent SEC Documents, and, to the Knowledge of Parent, none of Parent SEC Documents are subject to ongoing SEC review. (c) Other than Parent is in compliance in all material respects with respect to the assets that were contributed into Pacers OpCo through applicable provisions of the merger Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Nasdaq. (d) Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and disclosure controls 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and procedures the preparation of financial statements for external purposes in conformity with GAAP. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Based on the Parent’s most recent evaluation of internal control over financial reporting prior to the date of this Agreement, Parent has no “significant deficiencies” or “material weaknesses” (as such terms are defined in Rule 13a-15 or Rule 15d-15Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as applicablein effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, under the Exchange Act); such process, summarize and report financial information. Since December 31, 2016, there has been and is no fraud, whether or not material, that involves senior management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Parent maintains disclosure controls and procedures are (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that all such information is accumulated and maintained communicated to provide reasonable assurance regarding the reliability of Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial reporting and the preparation officer of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) required under the Exchange ActAct with respect to such reports. (f) utilized To the Knowledge of Parent, as of the date of this Agreement, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, Subsidiaries or any illegal act malfeasance by any director or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The Since December 31, 2016 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of Parent, the Parent Board or any committee thereof. (g) Each of the principal executive officer of Parent and the principal financial officer of Parent have (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete are true and correct as accurate. Parent does not have, and has not arranged, any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the dates they were madeXxxxxxxx-Xxxxx Act. (h) Since December 31, 2016, (i) neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to Parent or any of its Subsidiaries and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Parent Board or any committee thereof or to the general counsel or chief executive officer of Parent pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. (i) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent SEC Documents (including any audited financial statements and unaudited interim financial statements of Parent included therein).

Parent SEC Documents; Financial Statements. Parent has timely filed each statement, report, registration statement (awith the prospectus in the form required to be filed pursuant to Rule 424(b) Since of the Applicable DateSecurities Act), definitive proxy statement, and other filing required to be filed with the SEC by Parent between January 1, 2007 and the date hereof, and, prior to the Effective Time, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and will file any additional documents required to be filed or furnished under with the Securities Act or SEC by Parent prior to the Exchange Act, respectively Effective Time (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). In addition, Parent has made available to the Company all exhibits to the Parent SEC Documents filed prior to the date hereof that are (a) requested by the Company; and (b) not available in complete form through XXXXX (“Requested Parent Confidential Exhibits”) and will promptly make available to the Company all Requested Parent Confidential Exhibits to any additional Parent SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Parent SEC Documents have been so filed. As of their respective filing dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, Securities Act and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. (b) , except to the extent corrected by a subsequently filed Parent SEC Document prior to the date hereof. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC DocumentsDocuments (the “Parent Financial Statements”), including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be and have been prepared in accordance with GAAP applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of the unaudited statementsstatements included in Quarterly Reports on Form 10-Q, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and ). The Parent Financial Statements fairly present in all material respects in accordance with applicable requirements the consolidated financial condition, operating results and cash flow of GAAP Parent and its Subsidiaries at the dates and during the periods presented therein (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments) ). There has been no change in Parent accounting policies except as described in the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect notes to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeFinancial Statements.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all formsAll statements, reports, certifications, schedules, statements forms and other documents (including exhibits and all information incorporated by reference) required to be have been filed or furnished under by Parent with the Securities Act or the Exchange ActSEC since October 20, respectively 2016 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”)) have been so filed on a timely basis. A true and complete copy of each Parent SEC Document is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such later filing), each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents. None of the Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended)their respective filing dates, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light except to the extent corrected by a subsequently filed Parent SEC Document. During the period from October 20, 2016 through the Agreement Date, Parent has not received from the SEC any written comments with respect to any of the circumstances under which they were made, Parent SEC Documents (including the financial statements included therein) that have not misleadingbeen resolved. (b) The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents filed after the date of this Agreement, will comply Financial Statements”) complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by Rule under Form 10-01 of Regulation S-X of Q under the SECExchange Act) and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of Parent’s operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. indicated (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIsubject to, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated case of unaudited statements, normal and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxxrecurring year-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeend audit adjustments).

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent and each of its Subsidiaries has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent and its Subsidiaries since January 1, respectively 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective datesdates of filing, each or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Parent SEC DocumentsSecurities Act, as amended, compliedtheir respective effective dates, or if not yet filed amended or furnishedsuperseded prior to the date of this Agreement, will comply then as of the date of such later filing, (A) each Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and (B) none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Parent Filed SEC Documents. No enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent Filed SEC Document. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent each of Parent, ETP and SXL included in the Parent SEC DocumentsDocuments have been prepared in all material respects in accordance with GAAP (except, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreementunaudited quarterly financial statements, as permitted by Form 10‑Q of the date of such amendment) with the SEC or other applicable rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and its consolidated Subsidiaries, ETP and its consolidated Subsidiaries, or SXL and its consolidated Subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly financial statements, to normal year-end audit adjustments) the financial position of Parent adjustments and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented to any other adjustments described therein). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger Each of Colgate Energy Partners IIIParent, LLC with ETP and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and SXL maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 13a-15(e) or Rule 15d-15, as applicable, 15d-15(e) under the Exchange Act); such . Each of Parent, ETP and SXL maintains internal controls over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act. Each of Parent’s, ETP’s and SXL’s disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent Parent, ETP and SXL in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that all such material information is accumulated and maintained communicated to provide reasonable assurance Parent’s, ETP’s or SXL’s management, as applicable, as appropriate to allow timely decisions regarding required disclosure and to make the reliability certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Each of Parent’s, ETP’s and SXL’s management has completed an assessment of the effectiveness of Parent’s, ETP’s and SXL’s, respectively, internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2014 and such assessment concluded that such controls were effective. Each of Parent, ETP and SXL has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s, ETP’s or SXL’s auditors, as applicable, and the preparation Audit Committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There GP, the general partner of ETP or the general partner of SXL, as applicable, (iA) is no any known significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal controls of over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s, ETP’s or SXL’s ability, as applicable, to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or known fraud, whether or not material, that involves management or other employees who have have, in each case, a significant role in Parent’s, ETP’s or SXL’s, as applicable, internal controlscontrols over financial reporting, and (iii) is noteach such significant deficiency, and since January 1, 2022, there material weakness or fraud has not been, any “extensions of credit” (within been disclosed to the meaning of Section 402 Company as of the Xxxxxxxx-Xxxxx Actdate hereof. (iv) There are no liabilities or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director obligations of Parent or any of its Subsidiaries. The principal executive officer Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than (A) liabilities or obligations reflected or reserved against in the principal financial officer consolidated balance sheet as of Parent have made all certifications required by December 31, 2014 (or the Xxxxxxxx-Xxxxx Actnotes thereto) of each of Parent, the Exchange Act ETP and any related rules and regulations promulgated by the SEC with respect to Parent SEC DocumentsSXL, and the statements contained in each case included in such certifications were complete person’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 31, 2014, (B) current liabilities incurred in the ordinary course of business since December 31, 2014, (C) liabilities or obligations incurred under the terms of this Agreement or in connection with the Transactions and correct as of (D) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not have or would not reasonably be expected to have, individually or in the dates they were madeaggregate, a Parent Material Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has and its predecessors have filed or furnished with the SEC, on a timely basis, basis all forms, reports, certifications, schedules, statements reports and documents required to be filed or furnished under with the Securities Act or the Exchange ActSEC since January 1, respectively 1998 (such all forms, reportsreports and documents filed by Parent and its predecessors with the SEC since January 1, certifications1998, schedulesin each case including all exhibits and schedules thereto and documents incorporated by reference therein, statements and documents, collectively, such documents together with any documents filed during such period by Parent with the “SEC on a voluntary basis on Current Reports on Form 8K are referred to herein as the "Parent SEC Documents”"). As of their respective dates, each of the The Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of thereunder, each as in effect on the SEC thereunder applicable to such Parent SEC Documentsdate so filed or amended, and none (ii) did not at the time they were filed (or if amended or superseded by a filing, which filing must have occurred prior to the date of this Agreement for the Parent SEC Documents contained, when otherwise filed (or, if amended prior to the date of this Agreement, as of then on the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the audited and unaudited consolidated financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, or in the case of Parent SEC Documents), and each fairly presents the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its the Parent Subsidiaries at the respective dates thereof and the consolidated Subsidiaries as results of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to indicated, except that the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent unaudited interim financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency were or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, are subject to normal and since January 1, 2022, there has recurring year-end adjustments and do not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 contain all of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications footnote disclosures required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeGAAP.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SECeach statement, on a timely basisannual, quarterly and other report, registration statement and definitive proxy statement (all formssuch documents filed since January 1, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively2011, the “Parent SEC Documents”)) required to be filed (other than preliminary material) by Parent with the SEC. As of their respective filing dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended)filing, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by any subsequently filed Parent SEC Document. (b) The consolidated financial statements (including any related notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, Documents (i) complied, or in as of their respective dates of filing with the case of Parent SEC Documents filed after the date of this AgreementSEC, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect applicable thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto orthereto, in the case of the unaudited statements, (B) as permitted by Rule 10-01 of Regulation S-X of X, (C) as permitted by Form 10-Q or (D) that the SECunaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and (iii) fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and its subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries as at the dates and for the periods covered thereby (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than The Parent is in material compliance with respect to all the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 provisions of the Xxxxxxxx-Xxxxx Act) or prohibited loans Act of 2002 currently applicable to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeParent.

Parent SEC Documents; Financial Statements. As of their respective dates, (ai) Since each of the Applicable Date, Parent has filed or furnished Parent's filings with the SECSEC in the report on Form 10-K dated January 13, 2000 for the year ended October 31, 1999 (including any exhibits thereto) and the Reports on a timely basisForm 10-Q for the quarters ended January 31, 2000 and April 30, 2000 (including any Exhibits thereto) or the proxy statement dated January 26, 2000, in each case in the form filed by the Parent with the SEC (the "Parent SEC Documents") complied, and all formssimilar documents filed from the date of this Agreement to the Closing Date will comply, reports, certifications, schedules, statements and documents required to be filed or furnished under in all material respects with the requirements of the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, Documents and (ii) none of the Parent SEC Documents contained, when nor will any similar document filed (or, if amended prior to after the date of this AgreementAgreement contain, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omitted, or will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The . Each of the financial statements of the Parent (including the related notes) included or incorporated by reference in the Parent SEC Documents, Documents (including all notes and schedules thereto, complied, or in the case of Parent SEC Documents any similar documents filed after the date of this Agreement, will ) comply as to form in all material respects, when filed (or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment) with the published rules and regulations of the SEC with respect thereto, werehave been prepared in accordance with generally accepted accounting principles (except, or in the case of Parent SEC Documents filed after unaudited statements, as permitted by Form 10-Q of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case consolidated financial position of the unaudited statements, Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end audit adjustmentsadjustments in the case of any unaudited interim financial statements). Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since the date of the most recent consolidated balance sheet included in the Parent SEC Documents, neither the Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 subsidiaries or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madenotes thereto.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2022 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each and if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to thereto, each as in effect on the date that such Parent Company SEC Documents, and none of the Report was filed or furnished. The Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Parent, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents Financial Statements”) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with IFRS (except, or in the case of Parent SEC Documents filed after unaudited quarterly statements, as permitted by the date of this Agreement, will be prepared in accordance with GAAP applicable IFRS rules and standards) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year end adjustments, none of which adjustments has been or will be material in nature or amount). (c) Other than with respect Except (A) as reflected, accrued or reserved against in Parent’s consolidated balance sheet as of December 31, 2023 (or the notes thereto) included in Parent’s Annual Report on Form 20-F filed prior to the assets that were contributed into Pacers OpCo through the merger date of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, this Agreement for the fiscal year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures 2023 or (as such terms are defined in Rule 13a-15 B) for liabilities or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent obligations incurred in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability ordinary course of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and business since January 1, 20222022 or obligations which have been discharged or paid in full prior to the date of this Agreement, there neither Parent nor any of its Subsidiaries has not beenany liabilities, any illegal act commitments or fraudobligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not materialaccrued, matured or unmatured or otherwise, in each case that involves management are of a nature required by IFRS to be disclosed, reserved or other employees who reflected in a consolidated balance sheet or the notes thereto, in each case except for any liabilities that have a significant role in Parent’s internal controlsnot have, and (iii) is notwould not reasonably be expected to have, and since January 1individually or in the aggregate, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of a Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeMaterial Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateJanuary 1, 2022, Parent has has, in all material respects, timely filed with or otherwise furnished with (as applicable) to the SECSEC all registration statements, on a timely basisprospectuses, all forms, reports, certificationsproxy statements, schedules, statements statements, documents and documents reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, respectively as the case may be (such formsdocuments and any other documents filed or furnished by Parent with the SEC, reportsas have been supplemented, certifications, schedules, statements and documentsmodified or amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates, each or, if supplemented, modified or amended prior to the date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsand the listing and corporate governance rules and regulations of NASDAQ, and none of the Parent SEC Documents contained, when at the time it was filed (or, if amended prior to the date of this Agreementsupplemented, modified or amended, as of the date of such amendment with respect to those disclosures that are amended)the last supplement, modification or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents are the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its consolidated Subsidiaries (including, in each case, any related notes thereto) included in the Parent SEC DocumentsDocuments (collectively, including all notes and schedules thereto, complied, or in the case of “Parent SEC Documents Financial Statements”) (i) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect theretothereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, were, or cash flows and changes in the case stockholders’ equity of Parent SEC Documents filed after and its consolidated Subsidiaries, taken as a whole, as of the date of this Agreement, will be prepared dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, subject to normal and recurring year-end audit adjustments) the financial position , none of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIwhich would be material, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 individually or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documentsaggregate, and the statements contained in such certifications were complete and correct as absence of the dates they were madenotes).

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateJanuary 1, 2019, Parent has timely filed with (or furnished with to) the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements, exhibits and other documents (including exhibits, financial statements and documents schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished furnished) under the Exchange Act or the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, its filing (or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment amendment, each Parent SEC Document complied in all material respects with respect to those disclosures that are amended)the applicable requirements of the Exchange Act and the Securities Act, or as the case may be. As of its filing date or, if filed with or furnished to the SEC subsequent amended prior to the date of this Agreement, will as of the date of the last such amendment, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the . Each Parent SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended or supplemented, compliedif applicable, or in filed pursuant to the case Securities Act, as of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (such registration statement or if amended amendment became effective prior to the date of this Agreement, as did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of such amendmentthis Agreement, there are no amendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be ; (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim financial statements, as may be permitted by Rule under Form 10-01 of Regulation S-X Q of the SECExchange Act); and (iii) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position position, the stockholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of their respective dates the times and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinreferred to therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments). (b) Prior to the date of this Agreement, Parent furnished to the Company complete and correct copies of all comment letters from the SEC since January 1, 2019 through the date of this Agreement with respect to any of the Parent SEC Documents, together with all written responses of Parent thereto, in each case, that are not publicly available on the SEC EXXXX system. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is subject to ongoing SEC review. (c) Other than Parent is in compliance in all material respects with respect to the assets that were contributed into Pacers OpCo through applicable provisions of the merger Sxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, NASDAQ. (d) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of financial statements for external purposes in conformity with GAAP. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has disclosed, based on the most recent evaluation of internal control over financial reporting prior to the date of this Agreement, to Parent’s auditors and disclosure controls the audit committee of the Parent Board (and procedures made available to Parent a summary of the significant aspects of such disclosure, if any) (i) all “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 13a-15 or Rule 15d-15Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as applicablein effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, under process, summarize and report financial information and (ii) any fraud, whether or not material, that involves senior management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. (e) Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act); such disclosure controls and procedures are ) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that all such information is accumulated and maintained communicated to provide reasonable assurance regarding the reliability of Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial reporting and the preparation officer of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) required under the Exchange ActAct with respect to such reports. (f) utilized by Parent or its SubsidiariesTo the Knowledge of Parent, (ii) is not, and since January 1, 20222019 through the date of this Agreement, there has not beenhave been no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any illegal act accounting practices of Parent or fraud, whether any of its Subsidiaries or not material, that involves management any malfeasance by any director or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The . (g) Each of the principal executive officer of Parent and the principal financial officer of Parent have (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by the Xxxxxxxx-Xxxxx Act, Rule 13a-14 or 15d-14 under the Exchange Act and any related rules Sections 302 and regulations promulgated by 906 of the SEC Sxxxxxxx-Xxxxx Act with respect to Parent SEC Documents, and the statements contained in such certifications were complete are true and correct as accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. Parent does not have, and has not arranged any, outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the dates they were madeSxxxxxxx-Xxxxx Act. (h) Since January 1, 2019, (i) neither Parent nor any of its Subsidiaries has received any material written, or, to the Knowledge of Parent, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to Parent or any of its Subsidiaries and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Parent Board or any committee thereof or to the general counsel or chief executive officer of Parent pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act. (i) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent SEC Documents (including any audited financial statements and unaudited interim financial statements of Parent included therein).

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateDecember 31, 2014, Parent has timely filed with (or furnished with to) the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements, exhibits and other documents (including exhibits, financial statements and documents schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished furnished) under the Exchange Act or the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, its filing (or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment amendment, each Parent SEC Document complied in all material respects with respect to those disclosures that are amended)the applicable requirements of the Exchange Act and the Securities Act, or as the case may be. As of its filing date or, if filed with or furnished to the SEC subsequent amended prior to the date of this Agreement, will as of the date of the last such amendment, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the . Each Parent SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended or supplemented, compliedif applicable, or in filed pursuant to the case Securities Act, as of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (such registration statement or if amended amendment became effective prior to the date of this Agreement, as did not contain any untrue statement of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, a material fact or in the case of Parent SEC Documents filed after the date of this Agreement, will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all omit to state any material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, fact required to be disclosed by Parent stated therein or necessary in the reports that it files or submits under the Exchange Act is accumulated and communicated order to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and make the statements contained in such certifications were complete and correct as of the dates they were made.made therein not

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each and if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents Financial Statements”) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10-Q of the SEC Documents filed after or other applicable rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which adjustments has been or will be material in nature or amount). Except as reflected in the Parent Financial Statements, neither Parent nor any of its Subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (iii) Since January 1, 2013, subject to any applicable grace periods, Parent has been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, in each case except for any failure to be in compliance that would not be material to Parent and its consolidated Subsidiaries for the periods presented thereinSubsidiaries, taken as a whole. (civ) Other than with respect Parent has timely filed or furnished and made available to the assets that were contributed into Pacers OpCo through Company all certifications and statements required by Rule 13a-14 or Rule 15d-14 under the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Exchange Act. Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or 13a-15(e) and Rule 15d-15, as applicable, under 15d-15(e) of the Exchange Act); such disclosure controls and procedures ) that are designed effective to reasonably ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act Act, is recorded, processed, summarized made known to the chief executive officer and reported within the time periods specified chief financial officer of Parent in SEC rules a manner that allows timely decisions regarding required disclosure. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and forms, and further designed and maintained 15d-15(f) under the Exchange Act) is effective in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (B) that material receipts and expenditures are made in accordance with the authorization of management, and (C) regarding prevention or timely detection of the reliability unauthorized acquisition, use or disposition of Parent’s assets that would materially affect Parent’s financial reporting statements. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (ix) is no any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal controls of over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fy) under the Exchange Act) utilized by Parent any fraud or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controlscontrols over financial reporting. As of the date of this Agreement, and (iii) is notto the Knowledge of Parent, and since January 1Parent has not received any complaints regarding accounting, 2022internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters. To the Knowledge of Parent, Parent has not identified any currently existing material weaknesses in the design or operation of internal controls over financial reporting. To the Knowledge of Parent, there has is no reason to believe that its chief executive officer and chief financial officer will not been, any “extensions of credit” (within be able to give the meaning of certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 402 404 of the Xxxxxxxx-Xxxxx ActAct when due. (v) Except (A) as reflected, accrued or prohibited loans reserved against in Parent’s consolidated balance sheet as of December 31, 2014 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to any executive officer the date of this Agreement for the fiscal year ended December 31, 2014 or (B) for liabilities or obligations incurred in the ordinary course of business since December 31, 2014 or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or nor any of its Subsidiaries. The principal executive officer and the principal financial officer Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, in each case that are of Parent have made all certifications a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the Xxxxxxxx-Xxxxx Actnotes thereto, the Exchange Act and in each case except for any related rules and regulations promulgated by the SEC with respect to Parent SEC Documentsliabilities that have not have, and would not reasonably be expected to have, individually or in the statements contained in such certifications were complete and correct as of the dates they were madeaggregate, a Parent Material Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateDecember 31, 2015, Parent has timely filed with (or furnished with to) the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements statements, exhibits and other documents (including exhibits, financial statement and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished furnished) under the Exchange Act or the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, its filing (or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment amendment, each Parent SEC Document complied in all material respects with respect to those disclosures that are amended)the applicable requirements of the Exchange Act and the Securities Act, or as the case may be. As of its filing date or, if filed with or furnished to the SEC subsequent amended prior to the date of this Agreement, will as of the date of the last such amendment, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the . Each Parent SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended or supplemented, compliedif applicable, or in filed pursuant to the case Securities Act, as of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (such registration statement or if amended amendment became effective prior to the date of this Agreement, as did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of such amendmentthis Agreement, there are no amendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. No executive officer of Parent has failed to make the certifications required of him or her by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to Parent SEC Documents, except as disclosed in certifications filed with the Parent SEC Documents. (b) All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim statements, as may be permitted by Rule under Form 10-01 of Regulation S-X Q of the SECExchange Act) and (iii) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position position, the shareholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of their respective dates the times and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinreferred to therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments). (c) Other than As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of Parent SEC Documents, and, to the assets that were contributed into Pacers OpCo through Knowledge of Parent, none of Parent SEC Documents are subject to ongoing SEC review. (d) Parent is in compliance in all material respects with the merger applicable provisions of Colgate Energy Partners IIIthe Exchange Act and the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE. (e) Neither Parent nor any of its Subsidiaries is a party to, LLC with or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of its Subsidiaries, on the one hand, and into Pacers OpCo any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on September 1the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), 2022where the result, for the year ended December 31purpose or effect of such Contract is to avoid disclosure of any material transaction involving, 2022or material liabilities of, Parent has established or any of its Subsidiaries in the Parent SEC Documents (including any audited or unaudited financial statements of Parent included therein). (f) Parent and maintains its Subsidiaries maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and disclosure controls 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and procedures the preparation of financial statements for external purposes in conformity with GAAP. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has no “significant deficiencies” or “material weaknesses” (as such terms are defined in Rule 13a-15 or Rule 15d-15Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as applicablein effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, under the Exchange Act); such process, summarize and report financial information. (g) Parent maintains disclosure controls and procedures are (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that (i) all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and forms, forms of the SEC and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) all such information is notaccumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosures. (h) To the Knowledge of Parent, and since January 1, 2022as of the date of this Agreement, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries and Parent has not been, received notice from any illegal act Governmental Authority of any malfeasance by any director or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and Since December 31, 2015 through the principal financial officer date of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Actthis Agreement, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct other than as has been resolved as of the dates they were madedate of this Agreement, Parent has not received from its independent auditors any written notification of a material weakness in Parent’s internal controls and there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of Parent or, to the Knowledge of Parent, the Parent Board or any committee thereof. (i) Since December 31, 2015, neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any director, officer, auditor or accountant of Parent has received any material complaint, allegation, assertion or claim, in writing, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any Subsidiary has engaged in questionable accounting or auditing practices.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished all required registration statements, prospectuses, forms, reports and proxy statements with the SEC, on a timely basis, together with all forms, reports, certifications, schedules, statements and documents certifications required pursuant to be filed or furnished under the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act, respectively from and after January 1, 2006 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendmentFinancial Statements”) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and the consolidated Parent Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than Neither Parent nor any Parent Subsidiary has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed or contingent) which would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIGAAP, LLC with and into Pacers OpCo except liabilities (i) reflected or reserved against in its consolidated balance sheet included in its Quarterly Report filed on September 1, 2022, Form 10-Q for the year quarterly period ended December March 31, 20222009 (including the notes thereto), included in the Parent SEC Documents, (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred since March 31, 2009 in the ordinary course of business, or (iv) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Since March 31, 2009, except for actions taken in connection with this Agreement and the Transactions, (i) Parent and the Parent Subsidiaries have conducted their businesses in the ordinary course, and (ii) there has established not been any Parent Material Adverse Effect or any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Parent and maintains the Parent Subsidiaries have designed and maintain a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent (i) has designed and maintains “disclosure controls and procedures procedures” (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under Rules 13a-15(e) and 15d-15(e) of the Exchange Act); such disclosure controls and procedures are designed ) to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the SEC’s rules and formsforms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, and further designed and maintained (ii) to provide reasonable assurance regarding the reliability Knowledge of Parent, has disclosed, based on its most recent evaluation of such disclosure controls and procedures before the date hereof, to Parent’s financial reporting auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (iA) is no any “significant deficiency or deficiencies” and “material weakness weaknesses” in the design or operation of internal controls of over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal controls over financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madereporting.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, basis all forms, reports, certifications, schedules, statements reports and documents required to be filed or furnished under with the Securities Act or and Exchange Commission (the Exchange Act“SEC”) since January 1, respectively 2001 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the The Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents (i) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Securities Exchange Act and of 1934, as amended (the Xxxxxxxx-Xxxxx “Exchange Act”), as the case may be, and the rules and regulations of thereunder, each as in effect on the SEC thereunder applicable to such Parent SEC Documentsdate so filed or amended, and none of (ii) did not at the Parent SEC Documents contained, when time they were filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the audited and unaudited consolidated financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, or in the case of Parent SEC Documents), and each fairly presents the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its the Parent Subsidiaries at the respective dates thereof and the consolidated Subsidiaries as results of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinindicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments and do not contain all of the footnote disclosures required by GAAP. (c) Other than with respect Parent has heretofore made, and hereafter prior to Closing will make, available to the assets Company a complete and correct copy of any amendments or modifications that were contributed into Pacers OpCo through are required to be filed with or submitted to the merger of Colgate Energy Partners IIISEC but have not yet been filed with or submitted to the SEC to agreements, LLC documents or other instruments that previously had been filed with and into Pacers OpCo on September 1, 2022, for or submitted to the year ended December 31, 2022, SEC by Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under pursuant to the Exchange Act); such disclosure controls . (d) Each required form, report and procedures are designed document containing financial statements that has been filed with or submitted to ensure that material information relating to Parentthe SEC since July 31, including its consolidated Subsidiaries2002, was accompanied by the certifications required to be disclosed filed or submitted by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal chief executive officer and its principal chief financial officer pursuant to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act, and at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (e) or prohibited loans Since January 1, 2001, neither Parent nor any of its subsidiaries nor, to any executive officer the knowledge of the employees of Parent set forth on schedule 4.5(e) hereto (as defined in Rule 3b-7 under the Exchange Act) “Knowledge of Parent”), any director, officer, employee, auditor, accountant or director other representative of Parent or any of its SubsidiariesSubsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices. The principal executive officer and No attorney representing Parent or any of its subsidiaries, whether or not employed by Parent or any of its subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the principal financial Board of Directors of Parent (the “Parent Board”) or any committee thereof or, to the Knowledge of Parent, to any director or officer of Parent. (f) To the Knowledge of Parent, no employee of Parent have made all certifications required or any of its subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime by Parent or the Xxxxxxxx-Xxxxx Actviolation or possible violation by Parent of any applicable Law. Neither Parent nor, to the Exchange Act Knowledge of Parent, any of its Subsidiaries nor any officer, employee, contractor, subcontractor or agent of Parent or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Parent or any of its Subsidiaries in the terms and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained conditions of employment in such certifications were complete and correct as violation of the dates they were made18 U.S.C. § 1514A(a).

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateJanuary 1, 2022, Parent has has, in all material respects, timely filed with or otherwise furnished with (as applicable) to the SECSEC all registration statements, on a timely basisprospectuses, all forms, reports, certificationsproxy statements, schedules, statements statements, documents and documents reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, respectively as the case may be (such formsdocuments and any other documents filed or furnished by Parent with the SEC, reportsas have been supplemented, certifications, schedules, statements and documentsmodified or amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective filing dates, each or, if supplemented, modified or amended prior to the date hereof, as of the date of the most recent supplement, modification or amendment, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsand the listing and corporate governance rules and regulations of NASDAQ, and none of the Parent SEC Documents contained, when at the time it was filed (or, if amended prior to the date of this Agreementsupplemented, modified or amended, as of the date of such amendment with respect to those disclosures that are amended)the last supplement, modification or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents are the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its consolidated Subsidiaries (including, in each case, any related notes thereto) included in the Parent SEC DocumentsDocuments (collectively, including all notes and schedules thereto, complied, or in the case of “Parent SEC Documents Financial Statements”) (i) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect theretothereto and (ii) fairly present in all material respects the consolidated financial position and the consolidated results of operations, were, or cash flows and changes in the case stockholders’ equity of Parent SEC Documents filed after and its consolidated Subsidiaries, taken as a whole, as of the date of this Agreement, will be prepared dates and for the periods referred to therein in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of the unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, subject to normal and recurring year-end audit adjustments) , none of which would be material, individually or in the financial position of Parent and its consolidated Subsidiaries as of their respective dates aggregate, and the results absence of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinnotes). (c) Other than with respect to Without limiting the assets that were contributed into Pacers OpCo through the merger generality of Colgate Energy Partners IIISection 5.6(a), LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency Xxxxx & Young LLP has not resigned or material weakness been dismissed as independent public accountants of Parent as a result of or in the design connection with any disagreement with Parent on a matter of accounting principles or operation of internal controls of practices, financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent statement disclosure or its Subsidiariesauditing scope or procedure, (ii) is not, and since January 1, 2022, there has not beenneither Parent nor, to the Knowledge of Parent, any illegal act Representative of Parent, has formally received any material written complaint, allegation, assertion or fraudclaim regarding the accounting or auditing practices, whether procedures, methodologies or not material, that involves management methods of the Parent or other employees who have a significant role in Parent’s its internal accounting controls, and including any material complaint, allegation, assertion or claim that a member of Parent has engaged in questionable accounting or auditing practices, (iii) is notno executive officer of Parent has failed in any respect to make, and without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by Parent with the SEC since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 enactment of the Xxxxxxxx-Xxxxx Act, and (iv) no enforcement action has been initiated or, to the Knowledge of Parent, threatened against Parent by the SEC relating to disclosures contained in any Parent SEC Document. (d) Neither Parent nor any of its Subsidiaries is a party to, or prohibited loans has any commitment to become a party to, any executive officer of Parent “off balance sheet arrangements” (as defined in Rule 3b-7 under Item 303(a) of Regulation S-K promulgated by the Exchange Act) SEC), where the purpose, result or director intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries. The principal executive officer and Subsidiaries in the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, The Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under the Securities Exchange Act or of 1934, as amended (the “Exchange Act”) since September 15, respectively 2006, (such forms, reports, certifications, schedules, all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and documentsschedules thereto and documents incorporated by reference therein, collectively, being hereinafter referred to as the “Parent SEC Documents”)) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents, and none of the Parent SEC Documents containedDocuments, when filed (or, if amended prior to at the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if time they were filed with or furnished to the SEC subsequent to the date of this AgreementSEC, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The . As of their respective dates, the financial statements of the Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to respects with applicable accounting requirements and the date of this Agreement, as of the date of such amendment) with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be . Such financial statements have been prepared in accordance with GAAP applied on a consistent basis generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects in accordance with applicable requirements the financial position of GAAP the Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certificationsstatements, schedules, statements schedules and other documents required to be filed or furnished by it, including all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or the Exchange Act, respectively with the SEC since January 1, 2018 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC DocumentsReports”). As of their respective datesThe Parent SEC Reports (i) at the time they were filed and, each if amended, as of the Parent SEC Documentsdate of such amendment, as amended, complied, or if not yet filed or furnished, will comply as to form complied in all material respects with the all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxxor Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentspromulgated thereunder, and none of (ii) did not, at the Parent SEC Documents containedtime they were filed, when filed (orand, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amended)amendment, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements of Parent included (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be Reports was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X Form 10 Q of the SEC) and each fairly present presents, in all material respects respects, the consolidated financial condition, results of operations, changes in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the respective periods presented thereinindicated therein (subject, in the case of unaudited financial statements, to normal year-end adjustments). (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that all material information required concerning Parent and its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability preparation of Parent’s financial reporting SEC filings and the preparation other public disclosure documents. (d) Neither Parent nor any of Parent financial statements for external purposes its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved in accordance with GAAP. There (i) is no significant deficiency or material weakness GAAP against in the design consolidated balance sheet (or operation the notes thereto) of internal controls Parent as of financial reporting (as defined December 31, 2019, included in Rule 13a-15(f) under the Exchange Act) utilized by Filed Parent or its SubsidiariesSEC Reports, (ii) is notincurred after December 31, and since January 12019 in the ordinary course of business, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a breach by Parent of this Agreement shall not be deemed a liability “incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, and since January 1individually or in the aggregate, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans reasonably be expected to any executive officer of have a Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeMaterial Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has furnished or filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements forms, statements, certifications and other documents (including exhibits, amendments and supplements thereto) required to be furnished or filed or furnished under by it with the Securities Act or the Exchange ActSEC since December 31, respectively 2017 (such forms, reports, certifications, schedules, statements forms, statements, certifications and documentsother documents filed since December 31, collectively2017 and prior to the Execution Date, the “Parent SEC Documents”). As of their respective dates, or, if amended, as of the date of the last such amendment, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and each as in effect on the rules and regulations date so filed. As of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amendedor superseding filing), or if filed with or furnished to none of the Parent SEC subsequent to the date of this Agreement, will contain Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Parent SEC Documents. (b) The audited and unaudited consolidated financial statements of Parent (including any related notes thereto) included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of the Parent and its consolidated Subsidiaries as of their Group Entities at the respective dates thereof and the results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinindicated. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or and Rule 15d-15, as applicable, 15d-15 under the Exchange Act); such disclosure controls and procedures are ) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required is made known to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its the principal financial officer to allow timely decisions regarding required disclosureof Parent by others within those entities; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in SEC the SEC’s rules and forms, . Parent maintains internal control over financial reporting (as defined in Rule 13a-15 and further designed and maintained Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the Parent Board (ix) is no all significant deficiency or material weakness deficiencies in the design designation or operation of internal controls of which could adversely affect Parent’s ability to record, process, summarize and report financial reporting data and have identified for Parent’s auditors any material weakness in internal controls and (as defined in Rule 13a-15(fy) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each and if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents Financial Statements”) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10‑Q of the SEC Documents filed after or other applicable rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year‑end adjustments, none of which adjustments has been or will be material in nature or amount). Except as reflected in the Parent Financial Statements, neither Parent nor any of its Subsidiaries is a party to any material off-balance sheet arrangement (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (iii) Since January 1, 2013, subject to any applicable grace periods, Parent has been and is in compliance in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (B) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, in each case except for any failure to be in compliance that would not be material to Parent and its consolidated Subsidiaries for the periods presented thereinSubsidiaries, taken as a whole. (civ) Other than with respect Parent has timely filed or furnished and made available to the assets that were contributed into Pacers OpCo through Company all certifications and statements required by Rule 13a‑14 or Rule 15d‑14 under the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Exchange Act. Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or 13a‑15(e) and Rule 15d-15, as applicable, under 15d‑15(e) of the Exchange Act); such disclosure controls and procedures ) that are designed effective to reasonably ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act Act, is recorded, processed, summarized made known to the chief executive officer and reported within the time periods specified chief financial officer of Parent in SEC rules a manner that allows timely decisions regarding required disclosure. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and forms, and further designed and maintained 15d-15(f) under the Exchange Act) is effective in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (B) that material receipts and expenditures are made in accordance with the authorization of management, and (C) regarding prevention or timely detection of the reliability unauthorized acquisition, use or disposition of Parent’s assets that would materially affect Parent’s financial reporting statements. Parent has disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (ix) is no any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal controls of over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fy) under the Exchange Act) utilized by Parent any fraud or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controlscontrols over financial reporting. As of the date of this Agreement, and (iii) is notto the Knowledge of Parent, and since January 1Parent has not received any complaints regarding accounting, 2022internal accounting controls or auditing matters, including any such complaint regarding questionable accounting or auditing matters. To the Knowledge of Parent, Parent has not identified any currently existing material weaknesses in the design or operation of internal controls over financial reporting. To the Knowledge of Parent, there has is no reason to believe that its chief executive officer and chief financial officer will not been, any “extensions of credit” (within be able to give the meaning of certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 402 404 of the Xxxxxxxx-Xxxxx ActAct when due. (v) Except (A) as reflected, accrued or prohibited loans reserved against in Parent’s consolidated balance sheet as of December 31, 2014 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to any executive officer the date of this Agreement for the fiscal year ended December 31, 2014 or (B) for liabilities or obligations incurred in the ordinary course of business since December 31, 2014 or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or nor any of its Subsidiaries. The principal executive officer and the principal financial officer Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, in each case that are of Parent have made all certifications a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the Xxxxxxxx-Xxxxx Actnotes thereto, the Exchange Act and in each case except for any related rules and regulations promulgated by the SEC with respect to Parent SEC Documentsliabilities that have not have, and would not reasonably be expected to have, individually or in the statements contained in such certifications were complete and correct as of the dates they were madeaggregate, a Parent Material Adverse Effect.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, forms, statements and other documents required to be filed or furnished under by Parent pursuant to the Securities Act or and the Exchange Act since January 1, 2013. As of their respective dates of filing (and, in the case of each document that is a registration statement filed pursuant to the requirements of the Securities Act, respectively as of the date of its effectiveness), each document filed by Parent pursuant to the Securities Act and the Exchange Act since January 1, 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply ) complied as to form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentsthereto, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except if validly amended or superseded by a subsequent filing with the SEC prior to the date hereof. Parent has made available to the Company all correspondence with the SEC since January 1, 2013 and prior to the date hereof, and, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents (i) when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, in the case of the unaudited quarterly statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SECSEC or other rules and regulations of the SEC and, in the case of pro forma financial information relating to Parent’s acquisition of Aimia Foods (Holdings) Limited, as permitted by SEC rules and guidance) and (iii) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (including, in the case of unaudited quarterly statements, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of results of operations for the interim period and of the financial condition as of the date of the September 27, 2014 balance sheet filed with the Parent SEC Documents, but excluding, such other, if any, normal year-end adjustments (the effect of which adjustments will not be material) and the cash flows absence of Parent and its consolidated Subsidiaries for notes (that, if presented, would not differ materially from those presented in the periods presented thereinaudited financial statements). (c) Other than with respect Except (A) as reflected, accrued or reserved against in (x) Parent’s consolidated balance sheet as of December 28, 2013 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to the assets that were contributed into Pacers OpCo through the merger date of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, this Agreement for the fiscal year ended December 3128, 20222013, or (y) Parent’s consolidated balance sheet as of September 27, 2014 (or the notes thereto) (the “Parent Interim Balance Sheet”) included in Parent’s Quarterly Report on Form 10-Q filed prior to the date of this Agreement for the fiscal quarter ended September 27, 2014, (B) for liabilities or obligations incurred in the ordinary course of business since September 27, 2014 that do not arise from any violation of Law or any breach of or nonperformance under any contract by Parent or any of its Subsidiaries and which are not in the aggregate material, (C) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has established and any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, of a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the notes thereto. (d) (A) Parent maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated (B) Parent has disclosed since January 1, 2013, to Parent’s principal executive officer auditors and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability audit committee of Parent’s financial reporting board of directors (1) any significant deficiencies and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness weaknesses in the design or operation of its internal controls of over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), to the Knowledge of Parent, that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (2) utilized by Parent or its Subsidiariesany fraud, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraudto the Knowledge of Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and (iii) is not, and since audit committee from January 1, 20222013 to the date of this Agreement. Parent’s principal executive officer and principal financial officer have made, there with respect to the Parent SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act of 2002, as amended, and any related rules and regulations promulgated by the SEC. Since January 1, 2013, Parent has not beenidentified any material weaknesses in the design or operation of the internal controls over financial reporting. Neither Parent nor any of the Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” (to directors or executive officers of the Company within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished all required registration statements, prospectuses, forms, reports and proxy statements with the SEC, on a timely basis, together with all forms, reports, certifications, schedules, statements and documents certifications required pursuant to be filed or furnished under the Securities Act or the Exchange Sxxxxxxx-Xxxxx Act, respectively from and after January 1, 2006 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendmentFinancial Statements”) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and the consolidated Parent Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than Neither Parent nor any Parent Subsidiary has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed or contingent) which would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIGAAP, LLC with and into Pacers OpCo except liabilities (i) reflected or reserved against in its consolidated balance sheet included in its Quarterly Report filed on September 1, 2022, Form 10-Q for the year quarterly period ended December March 31, 20222009 (including the notes thereto), included in the Parent SEC Documents, (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred since March 31, 2009 in the ordinary course of business, or (iv) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Since March 31, 2009, except for actions taken in connection with this Agreement and the Transactions, (i) Parent and the Parent Subsidiaries have conducted their businesses in the ordinary course, and (ii) there has established not been any Parent Material Adverse Effect or any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Parent and maintains the Parent Subsidiaries have designed and maintain a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent (i) has designed and maintains “disclosure controls and procedures procedures” (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under Rules 13a-15(e) and 15d-15(e) of the Exchange Act); such disclosure controls and procedures are designed ) to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the SEC’s rules and formsforms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, and further designed and maintained (ii) to provide reasonable assurance regarding the reliability Knowledge of Parent, has disclosed, based on its most recent evaluation of such disclosure controls and procedures before the date hereof, to Parent’s financial reporting auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (iA) is no any “significant deficiency or deficiencies” and “material weakness weaknesses” in the design or operation of internal controls of over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal controls over financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madereporting.

Parent SEC Documents; Financial Statements. (a) Since December 31, 2019, the Applicable Date, Parent has filed with or otherwise furnished with to (as applicable) the Securities and Exchange Commission (the “SEC”) all registration statements, on a timely basisprospectuses, all forms, reports, certificationsdefinitive proxy statements, schedules, statements schedules and documents required to be filed or furnished by it under the Securities Act of 1933, as amended (the “Securities Act”) or Securities Exchange Act of 1934, as amended (the “Exchange Act”), respectively as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such formsdocuments and any other documents filed by the Parent with the SEC, reportsas have been supplemented, certificationsmodified, schedules, statements and documentsor amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (filing dates or, if supplemented, modified, or amended prior to since the date time of this Agreementfiling, as of the date of such amendment with respect to those disclosures that are amended)the most recent supplement, modification, or if amendment, the Parent SEC Documents (i) did not at the time each such document was filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. misleading and (bii) complied in all material respects with all applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case as in effect on the date each such document was filed. As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any of the reports filed by the Parent with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Parent (including, in each case, any notes thereto) included in or incorporated by reference into the Parent SEC DocumentsDocuments (collectively, including all notes and schedules thereto, complied, or in the case “Parent Financial Statements”) (x) complied as of Parent SEC Documents filed after the date their respective dates of this Agreement, will comply filing in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were, or (y) were prepared in conformity with GAAP (as in effect in the case of Parent SEC Documents filed after United States on the date of this Agreement, will be prepared in accordance with GAAP such Parent Financial Statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Rule 10for normal and recurring year-01 of Regulation S-X of the SECend adjustments that were not (or will not be) material in amount or effect) and fairly (z) present fairly, in all material respects respects, the financial position of the Parent and its consolidated subsidiaries and the results of their operations and their cash flows as of the dates and for the periods referred to therein (except as may be indicated in accordance with applicable requirements of GAAP (subjectthe notes thereto or, in the case of the unaudited interim financial statements, to for normal and recurring year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets adjustments that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures not (as such terms are defined or will not be) material in Rule 13a-15 amount or Rule 15d-15, as applicable, under the Exchange Acteffect); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements reports and documents required to be filed by it with the United States Securities and Exchange Commission (the "SEC"), and has heretofore made available to Seller, in the form filed with the SEC for public disclosure (including any exhibits thereto), (A) its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (B) it Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, (C) all proxy statements relating to Parent's meetings of shareholders (whether annual or furnished under special) held or currently scheduled to be held during calendar year 1997, (D) the Securities Act or Prospectus and the Exchange Actrelated Registration Statement on Form S-1 filed with the SEC (as declared effective on July 1, respectively 1996), (such E) its Current Reports on Form 8-K dated after December 31, 1996 and (F) all other forms, reportsreports and documents required to be filed by it with the SEC for public disclosure between March 31, certifications1997 and the date of this Agreement (the forms, schedulesreports and other documents referred to in clauses (A), statements (B), (C), (D), (E) and documents(F) above being referred to herein, collectively, as the “"SEC REPORTS"). (b) The SEC Reports and any other forms, reports and other documents filed by Parent with the SEC Documents”). As prior to the date of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form this Agreement: (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange 1933 Act and the Xxxxxxxx-Xxxxx 1934 Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, in effect as of the date respective dates of such amendment with respect to those disclosures that are amended), or if filings; and (ii) did not at the time they were filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (bc) The financial statements of Parent included (including, in each case, any notes thereto) contained in the Parent SEC DocumentsReports (collectively, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment"PARENT FINANCIAL STATEMENTS") with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be were prepared in accordance with GAAP generally accepted accounting practices and principles as in effect from time to time in the United States ("US GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and each fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) presented the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the position, results of operations and the cash flows of Parent and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods presented therein. indicated therein (c) Other than with respect subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not and are not expected, individually or in the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIaggregate, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent material in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeamount).

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateDecember 31, 2016, Parent has timely filed with (or furnished with to) the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements, exhibits and other documents (including exhibits, financial statements and documents schedules thereto and all other information incorporated therein and amendments and supplements thereto) required by it to be filed (or furnished furnished) under the Exchange Act or the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, its filing (or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (furnishing) date or, if amended prior to the date of this Agreement, as of the date of the last such amendment amendment, each Parent SEC Document complied in all material respects with respect to those disclosures that are amended)the applicable requirements of the Exchange Act and the Securities Act, or as the case may be. As of its filing date or, if filed with or furnished to the SEC subsequent amended prior to the date of this Agreement, will as of the date of the last such amendment, each Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (b) The financial statements of Parent included in the . Each Parent SEC DocumentsDocument that is a registration statement, including all notes and schedules theretoas amended or supplemented, compliedif applicable, or in filed pursuant to the case Securities Act, as of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (such registration statement or if amended amendment became effective prior to the date of this Agreement, as did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading. As of the date of such amendmentthis Agreement, there are no amendments or modifications to Parent SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. No Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. All of the audited financial statements and unaudited interim financial statements of Parent included in Parent SEC Documents (i) comply in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand except, in the case of the unaudited interim statements, as may be permitted by Rule under Form 10-01 of Regulation S-X Q of the SECExchange Act) and (iii) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position position, the stockholders’ equity, the results of operations and cash flows of Parent and its consolidated Subsidiaries as of their respective dates the times and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinreferred to therein (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments). (b) Prior to the date of this Agreement, Parent has furnished to the Company complete and correct copies of all comment letters from the SEC since December 31, 2016 through the date of this Agreement with respect to any of the Parent SEC Documents, together with all written responses of Parent thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of Parent SEC Documents, and, to the Knowledge of Parent, none of Parent SEC Documents are subject to ongoing SEC review. (c) Other than Parent is in compliance in all material respects with respect to the assets that were contributed into Pacers OpCo through applicable provisions of the merger Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, NYSE. (d) Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and disclosure controls 15d-15(f) of the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and procedures the preparation of financial statements for external purposes in conformity with GAAP. Parent has evaluated the effectiveness of Parent’s internal control over financial reporting and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Parent has no “significant deficiencies” or “material weaknesses” (as such terms are defined in Rule 13a-15 or Rule 15d-15Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as applicablein effect on the date of this Agreement) in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, under the Exchange Act); such process, summarize and report financial information. Since December 31, 2013, there has been and is no fraud, whether or not material, that involves senior management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Parent maintains disclosure controls and procedures are (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC, and further designed that all such information is accumulated and maintained communicated to provide reasonable assurance regarding the reliability of Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial reporting and the preparation officer of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) required under the Exchange ActAct with respect to such reports. (f) utilized To the Knowledge of Parent, as of the date of this Agreement, there are no SEC inquiries or investigations, other inquiries or investigations by Governmental Authorities or internal investigations pending or threatened, in each case regarding any accounting practices of Parent or any of its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, Subsidiaries or any illegal act malfeasance by any director or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The Since December 31, 2016 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of Parent, the Parent Board or any committee thereof. (g) Each of the principal executive officer of Parent and the principal financial officer of Parent have (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete are true and correct as accurate. Parent does not have, and has not arranged, any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the dates they were madeXxxxxxxx-Xxxxx Act. (h) Since December 31, 2016, (i) neither Parent nor any of its Subsidiaries has received any written or, to the Knowledge of Parent, oral complaint, allegation, assertion or claim regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to Parent or any of its Subsidiaries and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Parent Board or any committee thereof or to the general counsel or chief executive officer of Parent pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act, except, in each case, as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole. (i) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent SEC Documents (including any audited financial statements and unaudited interim financial statements of Parent included therein).

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateDecember 31, 2021, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively respectively, (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of Parent is subject to periodic reporting requirements of the Exchange Act other than as part of Parent’s consolidated group or required to file any form, report or other document with the SEC, NASDAQ, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers). (b) The financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or or, in the case of Parent SEC Documents filed after the date of this Agreement, will comply comply, in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) , with the rules and regulations of the SEC with respect thereto, were, or or, in the case of Parent SEC Documents filed after the date of this Agreement, will be be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments, and to any other adjustments described therein, including the notes thereto) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1December 31, 20222021, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1December 31, 20222021, there has not been, any “extensions of credit” (within the meaning of Section 402 of the XxxxxxxxSxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the XxxxxxxxSxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, forms, statements and other documents with the SEC required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2011 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. Parent has made available to the Company all material correspondence with the SEC since January 1, 2011 and, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10-Q of the SEC Documents filed after or other rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which adjustments are expected to be material). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September Since January 1, 20222011, for the year ended December 31, 2022subject to any applicable grace periods, Parent has established been and is in compliance with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, except in each case for any such noncompliance that has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iv) (A) Parent maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated (B) Parent has disclosed since January 1, 2011, to Parent’s principal executive officer auditors and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability audit committee of Parent’s financial reporting Board of Directors (1) any significant deficiencies and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness weaknesses in the design or operation of its internal controls of over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiariesthat are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii2) is notany fraud, and since January 1, 2022, there has not been, any illegal act or fraudto the Knowledge of Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and (iii) is not, and since audit committee from January 1, 2022, there has not been, any “extensions 2011 to the date of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiariesthis Agreement. The Parent’s principal executive officer and the principal financial officer of have made, with respect to the Parent have made SEC Documents, all certifications required by the XxxxxxxxSxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect SEC. Parent has not identified any material weaknesses in the design or operation of the internal controls over financial reporting. Neither Parent nor any of the Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to Parent SEC Documentsdirectors or executive officers of the Company within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act. (v) Except (A) as reflected, and the statements contained accrued or reserved against in such certifications were complete and correct (x) Parent’s consolidated balance sheet as of December 31, 2012 (or the dates they were madenotes thereto) included in Parent’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 31, 2012, or (y) Parent’s consolidated balance sheet as of March 31, 2013 (or the notes thereto) included in Parent’s Quarterly Report on Form 10-Q filed prior to the date of this Agreement for the fiscal quarter ended Mxxxx 00, 0000, (X) for liabilities or obligations incurred in the ordinary course of business since March 31, 2013, (C) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, of a nature required by GAAP to be disclosed, reserved or reflected in a consolidated balance sheet or the notes thereto, other than those which have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has filed or furnished with the SECeach statement, on a timely basisannual, quarterly and other report, registration statement and definitive proxy statement (all formssuch documents filed since January 1, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively2013, the “Parent SEC Documents”)) required to be filed (other than preliminary material) by Parent with the SEC. As of their respective filing dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Securities Exchange Act and of 1934, as amended (the Xxxxxxxx-Xxxxx “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended)filing, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by any subsequently filed Parent SEC Document. (bii) The consolidated financial statements (including any related notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, Documents (i) complied, or in as of their respective dates of filing with the case of Parent SEC Documents filed after the date of this AgreementSEC, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect applicable thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto orthereto, in the case of the unaudited statements, (B) as permitted by Rule 10-01 of Regulation S-X of X, (C) as permitted by Form 10-Q or (D) that the SECunaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and (iii) fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and its subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries as at the dates and for the periods covered thereby (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) Parent is not, and since January 1, 2022, there has not been, any “extensions of credit” (within in material compliance with all the meaning of Section 402 provisions of the Xxxxxxxx-Xxxxx Act) or prohibited loans Act of 2002 currently applicable to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeParent.

Parent SEC Documents; Financial Statements. (a) Since An accurate copy of each Parent SEC Document filed in the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively past three (such forms, reports, certifications, schedules, statements and documents, 3) years (collectively, the “Parent SEC DocumentsReports”) is publicly available, and no such Parent Report, as of the date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not materially misleading, except that information filed as of a later date (but before the date hereof) shall be deemed to modify information as of an earlier date. As of their respective dates, each of all Parent Reports filed under the Parent SEC DocumentsSecurities Act and the Exchange Act, as amended, complied, or if not yet filed or furnished, will comply as to form complied in all material respects with to the applicable extent applicable, the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct of 2002, as amended, as well as the case may be, and the published rules and regulations of the SEC thereunder with respect thereto. Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date hereof, there are no outstanding comments from, or unresolved issues raised by, the SEC with respect to such Parent SEC Documents, and none any of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingReports. (b) The consolidated financial statements of Parent and its Subsidiaries included (or incorporated by reference) in the Parent SEC DocumentsReports (including the related notes, including where applicable) (i) have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries, (ii) fairly present in all notes material respects the consolidated financial position of Parent and schedules thereto, complied, its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of Parent SEC Documents filed after unaudited statements to year-end audit adjustments, the date absences of this Agreementnotes and to any other adjustments described therein, will comply including in any notes thereto or with respect to pro forma financial information, subject to the qualifications stated therein), (iii) complied, as of their respective dates of filing with the SEC, in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be and (iv) have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto orthereto. The books and records of Parent and its Subsidiaries have, in the case of the unaudited statementspast three (3) years, as permitted by Rule 10-01 of Regulation S-X of the SEC) been, and fairly present are being, maintained in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules other applicable legal and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeaccounting requirements.

Parent SEC Documents; Financial Statements. (a) Since the Applicable DateJanuary 1, 2019, Parent has has, in all material respects, timely filed or furnished with the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements documents and documents reports required to be filed or furnished prior to the date hereof by it with the SEC under the Securities Act or the Exchange Act, respectively as the case may be (such formsdocuments and any other documents filed or furnished by Parent with the SEC, reportsas have been supplemented, certifications, schedules, statements and documentsmodified or amended since the time of filing, collectively, the “Parent SEC Documents”). As of their respective datesfiling dates or, each if supplemented, modified or amended, as of the date of the last such supplement, modification or amendment, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsand the listing and corporate governance rules and regulations of Nasdaq, and none of the Parent SEC Documents contained, when at the time it was filed (or, if amended prior to the date of this Agreementsupplemented, modified or amended, as of the date of such amendment with respect to those disclosures that are amended)the last supplement, modification or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by Parent with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. None of Parent’s Subsidiaries are required to file periodic reports with the SEC. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent or any of its Subsidiaries relating to the Parent SEC Documents. To the Knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and its consolidated Subsidiaries (including all related notes) included in the Parent SEC DocumentsDocuments (collectively, including the “Parent Financial Statements”) fairly present in all notes material respects the consolidated financial position and schedules theretothe consolidated statements of operations, compliedcash flows and changes in stockholders’ equity of Parent and its consolidated Subsidiaries, or taken as a whole, as of the dates thereof and for the respective periods referred to therein, as applicable (subject, in the case of Parent SEC Documents filed after unaudited interim statements, to normal and recurring year-end audit adjustments, none of which would be material, individually or in the date aggregate, the absence of this Agreementnotes and any other adjustments described therein, will comply including in all material respectsany notes thereto) in accordance with GAAP (except, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form or other rules under the date of this Agreement, will be prepared in accordance with GAAP Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthereto). (c) Other than with respect Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIbecome a party to, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting any “off-balance sheet arrangements” (as defined in Rule 13a-15(fItem 303(a) under of Regulation S-K promulgated by the Exchange Act) utilized by Parent SEC), where the purpose or its Subsidiariesintended effect of such arrangement is to avoid disclosure of any material transaction involving, (ii) is notor material liabilities of, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and Subsidiaries in the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all forms, reports, certificationsstatements, schedules, statements schedules and other documents required to be filed or furnished by it, including, without limitation, all contracts required to be filed by Parent as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, with the SEC since December 31, 2020. The Parent SEC Documents (i) at the time they were filed and, if amended, as of the date of such amendment, complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, Act or the “Parent SEC Documents”). As Sxxxxxxx-Xxxxx Act of their respective dates, each of the Parent SEC Documents2002, as amended, complied, or if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documentspromulgated thereunder, and none of (ii) did not, at the Parent SEC Documents containedtime they were filed, when filed (orand, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amended)amendment, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) The Each of the consolidated financial statements of Parent included (including, in each case, any notes thereto) contained (or incorporated by reference) in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be was prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and each fairly present presents, in all material respects respects, the consolidated financial condition, results of operations, changes in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the respective periods presented thereinindicated therein (subject, in the case of unaudited financial statements, to normal year-end adjustments). (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that all material information required concerning Parent and its Subsidiaries is made known on a timely basis to be disclosed by Parent in the reports that it files or submits under individuals responsible for the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability preparation of Parent’s financial reporting SEC filings and the preparation other public disclosure documents. (d) Neither Parent nor any of Parent financial statements for external purposes its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities (i) reflected or reserved in accordance with GAAP. There (i) is no significant deficiency or material weakness GAAP against in the design consolidated balance sheet (or operation the notes thereto) of internal controls Parent as of financial reporting (as defined September 30, 2021, included in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its SubsidiariesSEC Documents, (ii) is notincurred after September 30, and since January 12021 in the ordinary course of business, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement or the Ancillary Agreements (for clarity, any liability caused by or resulting from a breach by Parent of this Agreement shall not be deemed a liability incurred in connection with the negotiation, execution, delivery or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, and since January 1individually or in the aggregate, 2022reasonably be expected to have a material adverse effect on the business, there has not beenassets (including intangible assets), any “extensions liabilities, financial condition, property, prospects or results of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer operations of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of a “Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.Material Adverse Effect”)

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SEC, on a timely basis, all formsAll statements, reports, certifications, schedules, statements forms and other documents (including exhibits and all information incorporated by reference) required to be have been filed or furnished under by Parent with the Securities Act or the Exchange ActSEC since May 16, respectively 2019 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”)) have been so filed on a timely basis. A true and complete copy of each Parent SEC Document is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such later filing), each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none . None of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this AgreementDocuments, as of the date of such amendment with respect to those disclosures that are amended)their respective filing dates, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light except to the extent corrected by a subsequently filed Parent SEC Document. During the period from March 15, 2019 through the Agreement Date, Parent has not received from the SEC any written comments with respect to any of the circumstances under which they were made, Parent SEC Documents (including the financial statements included therein) that have not misleadingbeen resolved. (b) The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents filed after the date of this Agreement, will comply Financial Statements”) complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by Rule under Form 10-01 of Regulation S-X of Q under the SECExchange Act) and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of Parent’s operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein. indicated (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIsubject to, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated case of unaudited statements, normal and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxxrecurring year-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeend audit adjustments).

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished all required registration statements, prospectuses, forms, reports and proxy statements with the SEC, on a timely basis, together with all forms, reports, certifications, schedules, statements and documents certifications required pursuant to be filed or furnished under the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act, respectively from and after January 1, 2006 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), each or if amended or supplemented, as of the date of the last such amendment or supplement, and giving effect to any amendments or supplements thereto filed before the date of this Agreement, the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (the case of “Parent SEC Documents filed after the date of this Agreement, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendmentFinancial Statements”) with the rules and regulations of the SEC with respect thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and the consolidated Parent Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than Neither Parent nor any Parent Subsidiary has any liabilities of any nature (whether accrued, absolute, determined, determinable, fixed or contingent) which would be required to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIGAAP, LLC with and into Pacers OpCo except liabilities (i) reflected or reserved against in its consolidated balance sheet included in its Quarterly Report filed on September 1, 2022, Form 10-Q for the year quarterly period ended December 31June 30, 20222009 (including the notes thereto), included in the Parent SEC Documents, (ii) incurred pursuant to this Agreement or in connection with the Transactions, (iii) incurred since June 30, 2009 in the ordinary course of business, or (iv) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Since June 30, 2009, except for actions taken in connection with this Agreement and the Transactions and the Neurogen Corporation acquisition activities, (i) Parent and the Parent Subsidiaries have conducted their businesses in the ordinary course, and (ii) there has established not been any Parent Material Adverse Effect or any change, event, development, condition, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Parent and maintains the Parent Subsidiaries have designed and maintain a system of internal control controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent (i) has designed and maintains “disclosure controls and procedures procedures” (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under Rules 13a-15(e) and 15d-15(e) of the Exchange Act); such disclosure controls and procedures are designed ) to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the SEC’s rules and formsforms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, and further designed and maintained (ii) to provide reasonable assurance regarding the reliability Knowledge of Parent, has disclosed, based on its most recent evaluation of such disclosure controls and procedures before the date hereof, to Parent’s financial reporting auditors and the preparation audit committee of the Board of Directors of Parent financial statements for external purposes in accordance with GAAP. There (iA) is no any “significant deficiency or deficiencies” and “material weakness weaknesses” in the design or operation of internal controls of over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (as defined in Rule 13a-15(fB) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal controls over financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madereporting.

Parent SEC Documents; Financial Statements. (a) Since the Applicable Date, Parent has filed or furnished with the SECeach statement, on a timely basisannual, all formsquarterly, reportsand other report, certificationsregistration statement, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively definitive proxy statement (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”)) required to be filed (other than preliminary material) by Parent with the SEC. As of their respective filing dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended)filing, or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by any subsequently filed Parent SEC Document. (b) The consolidated financial statements (including any related notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, Documents (i) complied, or in as of their respective dates of filing with the case of Parent SEC Documents filed after the date of this AgreementSEC, will comply in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect applicable thereto, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto orthereto, in the case of the unaudited statements, (B) as permitted by Rule 10-01 of Regulation S-X of X, (C) as permitted by Form 10-Q or (D) that the SECunaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and (iii) fairly present in all material respects in accordance with applicable requirements the consolidated financial position of GAAP Parent and its Subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its Subsidiaries as at the dates and for the periods covered thereby (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments) the financial position of Parent and its consolidated Subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented therein). (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September 1, 2022, for the year ended December 31, 2022, Parent has established and maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2022, there has not been, any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were made.

Parent SEC Documents; Financial Statements. (ai) Since the Applicable Date, Parent has timely filed with or furnished with to the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, forms, statements and other documents required to be filed or furnished under the Securities Act or the Exchange Actby Parent since January 1, respectively 2020 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”). As of their respective dates of filing, or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply Documents complied as to form in all material respects with the applicable requirements of the Securities Act, or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date hereof, none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Parent SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. Parent has made available to the Company all material correspondence with the SEC since January 1, 2020 and, as of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent Filed SEC Documents and, to the Knowledge of Parent, as of the date of this Agreement, none of the Parent Filed SEC Documents is the subject of any ongoing review by the SEC. (bii) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Parent included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in the case of Parent SEC Documents when filed after the date of this Agreement, will comply complied as to form in all material respects, when filed (or if amended prior to the date of this Agreement, as of the date of such amendment) respects with the published rules and regulations of the SEC with respect thereto, werehave been prepared in all material respects in accordance with GAAP (except, or in the case of Parent unaudited quarterly statements, as permitted by Form 10-Q of the SEC Documents filed after or other rules and regulations of the date of this Agreement, will be prepared in accordance with GAAP SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows of Parent and its consolidated Subsidiaries for the periods presented thereinthen ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments, none of which adjustments are expected to be material). (ciii) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners III, LLC with and into Pacers OpCo on September Since January 1, 20222020, for the year ended December 31, 2022subject to any applicable grace periods, Parent has established been and is in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the New York Stock Exchange, except in each case for any such noncompliance that has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iv) (A) Parent maintains a system of internal control over financial reporting and disclosure controls and procedures (as such terms are defined in required by Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits 15d-15 under the Exchange Act is accumulated and communicated (B) Parent has disclosed since January 1, 2020, to Parent’s principal executive officer auditors and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and further designed and maintained to provide reasonable assurance regarding the reliability audit committee of Parent’s financial reporting Board of Directors (1) any significant deficiencies and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness weaknesses in the design or operation of its internal controls of over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized by Parent or its Subsidiariesthat are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii2) is notany fraud, and since January 1, 2022, there has not been, any illegal act or fraudto the Knowledge of Parent, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, control over financial reporting. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and (iii) is not, and since audit committee from January 1, 20222020 to the date of this Agreement. Parent’s principal executive officer and principal financial officer have made, there with respect to the Parent SEC Documents, all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC. Parent has not beenidentified any material weaknesses in the design or operation of the internal controls over financial reporting. Neither Parent nor any of the Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” (to directors or executive officers of the Company within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (v) Except (A) as reflected, accrued or prohibited loans reserved against in Parent’s consolidated balance sheet as of December 31, 2021 (or the notes thereto) included in Parent’s Annual Report on Form 10-K filed prior to the date of this Agreement for the fiscal year ended December 31, 2021, (B) for liabilities or obligations incurred in the ordinary course of business since December 31, 2021, and (C) for liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement, neither Parent nor any executive officer of its Subsidiaries has any liabilities, commitments or obligations, asserted or unasserted, known or unknown, absolute or contingent, whether or not accrued, matured or unmatured or otherwise, other than those which, individually or in the aggregate, (x) have not had and would not reasonably be expected to have a Parent Material Adverse Effect and (as defined in Rule 3b-7 under y) would not reasonably be expected to prevent or materially impair or delay the Exchange Act) or director ability of Parent or any of its Subsidiaries. The principal executive officer and Sub to consummate the principal financial officer of Parent have made all certifications required by Merger or the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications were complete and correct as of the dates they were madeother Transactions.

Parent SEC Documents; Financial Statements. Except as otherwise set forth in the Parent SEC Documents: (a) Since the Applicable DateAll statements, Parent has reports, schedules, forms and other documents (including amendments, exhibits and all other information incorporated by reference therein) required to have been filed or furnished by Parent with the SECSEC since February 1, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively 2020 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”)) have been so filed or furnished with the SEC on a timely basis. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such later filing), (i) each of the Parent SEC Documents, as amended, complied, or if not yet filed or furnished, will comply as to form Documents complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing requirements and corporate governance rules and regulations of Nasdaq, each as in effect on the SEC thereunder applicable to date such Parent SEC Documents, Documents was filed and (ii) none of the Parent SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since February 1, 2020, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. Neither Parent nor, to the knowledge of Parent, any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The consolidated financial statements of the Parent (including all related notes and schedules) included in the Parent SEC Documents, including all notes and schedules thereto, complied, or in Documents (i) complied as of the case of Parent SEC Documents filed after the filing date of this Agreement, will comply in all material respects, when filed (or if amended prior to respects with the date requirements of this Agreementthe Securities Act and the Exchange Act, as of the date of such amendment) with case may be, and the applicable rules and regulations of the SEC with respect theretopromulgated thereunder, were, or in the case of Parent SEC Documents filed after the date of this Agreement, will be (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC(iii) and fairly present presented in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the cash flows for the periods shown in accordance with GAAP (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments), and (iv) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries for the periods presented thereinin all material respects. (c) Other than with respect to the assets that were contributed into Pacers OpCo through the merger of Colgate Energy Partners IIIParent maintains, LLC with and into Pacers OpCo on September has at all times since February 1, 20222020, for the year ended December 31, 2022, Parent has established and maintains a system of “internal control over financial reporting and disclosure controls and procedures reporting” (as such terms are defined in Rule 13a-15 or Rule 15d-15, as applicable, under the Exchange Act)) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent and the Parent Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Parent; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and the Parent Subsidiaries that could have a material effect on the financial statements. Management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (i) any significant deficiencies or material weaknesses in the design and operation of internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or any other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof. (d) Parent maintains disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act that are reasonably designed to ensure that material all information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated (both financial and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC the rules and formsforms of the SEC. (e) Since February 1, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There 2020, (i) is none of Parent or its Subsidiaries nor, to the Knowledge of Parent, any director or officer of Parent or its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or its Subsidiaries or any material complaint, allegation, assertion or claim from employees of Parent or its Subsidiaries regarding questionable accounting or auditing matters with respect to Parent or its Subsidiaries, and (ii) to the Knowledge of Parent, no significant deficiency attorney representing Parent or material weakness in the design its Subsidiaries, whether or operation of internal controls of financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) utilized not employed by Parent or its Subsidiaries, (ii) is nothas reported evidence of a violation of securities laws, and since January 1, 2022, there has not been, any illegal act breach of fiduciary duty or fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and (iii) is not, and since January 1, 2022, there has not been, any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer of similar violation by Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent its Subsidiaries or any of its Subsidiaries. The principal executive officer and their respective officers, directors, employees or agents to the principal financial officer Parent Board of Parent have made all certifications required by Directors or any committee thereof, or to the Xxxxxxxx-Xxxxx ActGeneral Counsel or Chief Executive Officer of Parent. (f) As of the date of this Agreement, the Exchange Act and any related rules and regulations promulgated by (i) there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents, and none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review or investigation, and (ii) Parent is (x) eligible to register the Parent Stock issuable in the Transactions for resale by the Company Stockholders under Form S-3 promulgated under the Securities Act and (y) a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act. (g) Neither Parent nor any Parent Subsidiary has any liabilities of any nature or type, whether accrued, absolute, determined, contingent or otherwise and whether due or to become due, that would be required by GAAP to be reflected on a condensed consolidated balance sheet of Parent and its consolidated Subsidiaries, except for: (i) liabilities disclosed in the financial statements (including any related notes) contained in such certifications were complete and correct as the Most Recent Parent Balance Sheet; (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the dates they were madeMost Recent Parent Balance Sheet; (iii) liabilities that, individually or in the aggregate, do not constitute and would not reasonably be expected to constitute or result in a Parent Material Adverse Effect; and (iv) liabilities and obligations incurred in connection with the transactions contemplated by this Agreement.