Enterprise Products Partners L.P.

SEC Filings

8-K
ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017
Entire Document
 


validly issued in accordance with the Partnership Agreement, (ii) with respect to such limited partner interests, are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”)), (iii) have been issued in compliance with all applicable securities laws and (iv) were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.

(m)    Valid Issuance of the Units. The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

(n)    No Preemptive Rights, Registration Rights or Options. There are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any partnership or membership interests or capital stock in the Partnership Entities, in each case pursuant to their respective organizational documents or any agreement or other instrument to which any Partnership Entity is a party or by which any of them may be bound, except for such rights as have been effectively complied with or waived. Neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership or any of its Subsidiaries, except for such rights as have been effectively complied with or waived. Except for options granted pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans and rights to purchase Common Units under the Partnership’s distribution reinvestment plan (the “DRIP”) or rights to purchase securities pursuant to the governing documents of the Partnership Entities or as otherwise described in the Prospectus, there are no outstanding options or warrants to purchase any partnership or membership interests or capital stock in any Partnership Entity.

(o)    Authority. Each of the Enterprise Parties has all requisite right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Partnership has all requisite power and authority to issue, sell and deliver the Units in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement and the Prospectus. All action required to be taken by the Enterprise Parties or any of their security holders, partners or members for the (i) due and proper authorization, execution and delivery of this Agreement, (ii) authorization, issuance, sale and delivery of the Units and (iii) consummation of the transactions contemplated hereby has been duly and validly taken.

(p)    Ownership of Subsidiaries. All of the outstanding shares of capital stock, partnership interests or membership interests, as the case may be, of each Subsidiary have been duly and validly authorized and issued, and are fully paid and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware LP Act, in the case of partnership interests in a Delaware limited partnership, or Sections 18-607 or 18-804 of the Delaware Limited Liability Company Act, as amended (the “Delaware LLC Act”), in

 

7