|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
Any certificate signed by any officer of any Enterprise Party and delivered to any Manager pursuant to this Agreement shall be deemed a representation and warranty by the Enterprise Parties signatory thereto, as to the matters covered thereby, to such Manager.
SECTION 3. Sale and Delivery of Securities.
(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Enterprise Parties and each of the Managers agree that the Partnership may from time to time seek to sell Units through the Managers, acting as sales agents, as follows:
(i) The Partnership may submit to any Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Units on any Trading Day (as defined herein) in a form and manner as mutually agreed to by the Partnership and such Manager (a Transaction Proposal); provided, however, that the Partnership will submit its orders for General Sales (as defined in Schedule I) to only one of the Managers on a single Trading Day. As used herein, Trading Day shall mean any trading day on the NYSE.
(ii) Subject to the terms and conditions hereof, each Manager shall use its reasonable efforts to execute any Partnership order submitted to it hereunder to sell Units and with respect to which such Manager has agreed to act as sales agent. The Enterprise Parties acknowledge and agree that (A) there can be no assurance that any Manager will be successful in selling the Units, (B) a Manager will incur no liability or obligation to the Enterprise Parties or any other person or entity if it does not sell Units for any reason other than a failure by such Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Units as required under this Agreement, and (C) each Manager shall be under no obligation to purchase Units on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by such Manager and the Enterprise Parties.
(iii) The Partnership shall not authorize the issuance and sale of, and each Manager shall not sell as sales agent, any Unit at a price lower than the minimum price therefor designated from time to time by the Partnership and notified to such Manager in writing. In addition, the Partnership or any Manager may, upon notice to the other party hereto by telephone (confirmed promptly by such party by email), suspend for any reason an offering of the Units with respect to which such Manager is acting as sales agent; provided, however, that such suspension shall not affect or impair the parties respective obligations with respect to the Units sold hereunder prior to the giving of such notice.
(iv) Each of the Managers hereby covenants and agrees not to make sales of the Units on behalf of the Partnership other than (A) by any method permitted by law deemed to be an at the market offering as defined in Rule 415(a)(4) of the Securities Act, including without limitation sales made directly on the NYSE, on any