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
 


(n)    Upon commencement of the offering of the Units under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause (ii) below and other than any prospectus supplement filed pursuant to Rule 424(b) of the Rules and Regulations relating solely to the offering of securities other than the Units), (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless any Manager shall otherwise reasonably request) or (iii) the Units are delivered to a particular Manager as principal on a Settlement Date (each such date referred to in subclauses (i), (ii) or (iii) above, a “Representation Date”), to furnish or cause to be furnished to the Managers (or, in the case of subclause (iii) above, such Manager) forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the relevant Settlement Date, as the case may be, in form reasonably satisfactory to the Managers (or, in the case of subclause (iii) above, such Manager) to the effect that the statements contained in the certificate referred to in Section 6.(f) of this Agreement which were last furnished to the Managers (or, in the case of subclause (iii) above, such Manager) are true and correct at the time of such amendment, supplement, filing or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6.(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

(o)    Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) a written opinion of Sidley Austin LLP, counsel to the Partnership, or other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) (“Partnership Counsel”), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit A hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion.

(p)    Upon commencement of the offering of the Units under this Agreement, and at each Representation Date, to furnish or cause to be furnished forthwith to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) a written opinion of Christopher S. Wade, Deputy General Counsel of the General Partner, or such other counsel satisfactory to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager), dated and delivered as of such Representation Date, substantially to the effect as set forth in Exhibit B hereto, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; provided, however, that in lieu of such opinion for subsequent Representation Dates, counsel may furnish to the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) a reliance letter to the effect that the Managers (or, in the case of a Representation Date of the type described in Section 4.(n)(iii), such Manager) may rely on a prior opinion delivered under this Section 4.(p) to the same extent as if it were dated the date of such letter (except that statement in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

 

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