Enterprise Products Partners L.P.

SEC Filings

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

other existing trading market for the Units or to or through a market maker, or (B) such other sales of the Units on behalf of the Partnership as shall be agreed by the Partnership and such Manager.

(v)    The compensation to each Manager for sales of the Units with respect to which such Manager acts as sales agent hereunder shall be up to 2.0% of the gross sales price of the Units sold as specified in Schedule I attached hereto. Such rate of compensation shall not apply when such Manager acts as principal. At each Manager’s election, such compensation shall either be (A) set forth and invoiced in periodic statements from such Manager to the Partnership, with payment to be made by the Partnership promptly after its receipt thereof or (B) deducted by the Manager from the payment of the gross sales proceeds to the Partnership. The proceeds, or if option (B) is elected, the remaining proceeds after the deduction, shall constitute the net proceeds to the Partnership for such Units (the “Net Proceeds”).

(vi)    Settlement for sales of the Units pursuant to this Agreement will occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Units sold through or to a Manager for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment of the Net Proceeds from the sale of such Units. Settlement for all such Units shall be effected by free delivery of the Units by the Partnership or its transfer agent to such Manager’s or its designee’s account (provided such Manager shall have given the Partnership written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered Units in good deliverable form, in return for payments in same day funds delivered to the account designated by the Partnership. If the Partnership, or its transfer agent (if applicable), shall default on its obligation to deliver the Units on any Settlement Date, the Partnership shall (A) hold such Manager harmless against any loss, claim, damage or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Partnership and (B) pay such Manager any commission, discount or other compensation to which it would otherwise be entitled absent such default.

(vii)    If acting as sales agent hereunder, a Manager shall provide written confirmation (which may be by email) to the Partnership following the close of trading on the NYSE each day in which the Units are sold under this Agreement setting forth (A) the number of Units sold on such day and the gross offering proceeds received from such sale and (B) the commission payable by the Partnership to such Manager with respect to such sales.

(viii)    At each Time of Sale, Settlement Date and Representation Date (as defined in Section 4(n)), the Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of a Manager to use its reasonable efforts to sell the Units on behalf of the Partnership as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Partnership herein, to the performance by the Partnership of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.