REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES Clause Samples

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b)) (x) which are qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), and (y) which are not qualified by “material,” “materially” or “Material Adverse Effect” shall be true and correct in all material respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects as of such specific date), and (ii) in Section 3.3(a), Section 3.3(b), Section 3.6 and Section 3.10(b) shall be true and correct in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date.

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. The representations and warranties of the Contributor Parties (i) in Article III (other than those contained in Sections 3.5 and 3.6) shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import except in the case of Section 3.9(b) in all respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), with only such failures to be so true and correct as have not had, and would not reasonably be expected to have, a Midstream ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; and (ii) in Sections 3.5 and 3.6 shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other words of similar import) other than in de minimis respects as of the Contribution Closing Date as if remade on the Contribution Closing Date (except for representations and warranties contained therein made as of a specific date, which shall be true and correct in all material respects as of such specific date).

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Section 3.1 Organization 8 Section 3.2 Validity of Agreement; Authorization 9 Section 3.3 No Conflict or Violation 9 Section 3.4 Consents and Approvals 10 Section 3.5 Ownership of the Subject Interests 10 Section 3.6 Capitalization 10 Section 3.7 Financial Statements 11 Section 3.8 Absence of Certain Changes or Events 11 Section 3.9 Compliance with Law; Permits 12 Section 3.10 Tax Matters 12 Section 3.11 Absence of Undisclosed Liabilities 13 Section 3.12 Employees; Employee Plans 13 Section 3.13 Insurance 15 Section 3.14 Regulatory Matters 16 Section 3.15 Environmental Matters 16 Section 3.16 Material Contracts 17 Section 3.17 Litigation 19 Section 3.18 Real Property; Personal Property 19 Section 3.19 Intellectual Property 20 Section 3.20 Affiliate Transactions 21 Section 3.21 Brokers 21 Section 3.22 Investment Intent; Investment Experience; Restricted Securities 21

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Except as set forth in the schedules delivered pursuant to this Agreement (the “Disclosure Schedules”), Contributor Parties, as applicable, represent and warrant to Buyer Parties as follows:

REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR PARTIES. Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14 Section 3.15 Section 3.16 Section 3.17 Section 3.18 Section 3.19 Section 3.20 Section 3.21 Section 3.22 Section 3.23 Section 3.24 Organization; Qualification Subsidiaries Authority; Enforceability Non-Contravention Governmental Approvals Capitalization Ownership of Acquired Interests Compliance with Law ETP SEC Reports; Financial Statements Absence of Certain Changes Real Property Sufficiency of Assets; Title to Tangible Property Intellectual Property Environmental Matters Material Contracts Legal Proceedings Permits Taxes Employee Benefits; Employment and Labor Matters Brokers’ Fee Matters Relating to Acquisition of the Equity Consideration Insurance Suppliers Information Supplied Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Organization; Qualification Authority; Enforceability; Valid Issuance Non-Contravention Governmental Approvals Capitalization Compliance with Law AmeriGas SEC Reports; Financial Statements Absence of Certain Changes Environmental Matters Legal Proceedings Taxes Brokers’ Fee Matters Relating to Acquisition of the Acquired Interests Form S-3 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 Section 5.10 Section 5.11 Section 5.12 Section 5.13 Section 5.14 Section 5.15 Section 5.16 Section 5.17 Section 5.18 Section 5.19 Section 5.20 Section 5.21 Section 5.22 Section 5.23 Section 5.24 Section 5.25 Section 5.26 Section 5.27 Section 5.28 Section 5.29 Conduct of Business Notice of Certain Events Access to Information Governmental Approvals Expenses Further Assurances Public Statements Equity Consideration; Legends Confidential Information No Hire Non-Competition Tax Matters Books and Records; Financial Statements; Litigation Support AmeriGas Finance Notes; Debt Financing Post-Redemption Closing Covenants Related to Intercompany Financing Resignations Retained Names and Marks Updates Insurance Commitment Regarding Indemnification Provisions Release from Credit Support Instruments Filing of S-3; Other Actions NYSE Listing Employees and Benefits ▇▇▇▇ Notes Offer Intercompany Arrangements Consent to Credit Agreement Release Further Assurances