|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
SECTION 6. Conditions of Managers Obligations. The obligations of each Manager hereunder with respect to any order submitted by the Partnership to such Manager to sell Units or any agreement by such Manager to purchase Units as principal are subject to (i) the accuracy of the representations and warranties on the part of the Partnership on the date hereof, and as of any Representation Date and any Settlement Date, (ii) the performance by the Partnership of its obligations hereunder and (iii) the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act shall have been issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act shall be pending before or, to the knowledge of the Partnership Entities, threatened by the Commission; and the Commission shall not have notified the Partnership of any objection to the use of the form of Registration Statement.
(b) Since the respective dates as of which information is given in the Prospectus, there shall not have been any change, or any development involving a prospective change, in the partnership interests, capital stock or long-term debt of the Partnership or any of its subsidiaries that would constitute a material adverse change to the Partnership and its subsidiaries taken as a whole, or any material adverse change in the general affairs, management, financial position or results of operations of the Partnership and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, other than as set forth in or contemplated by the Prospectus, if in the judgment of such Manager any such change makes it impracticable or inadvisable to consummate the sale and delivery of the Units as contemplated in the Prospectus.
(c) The Partnership shall have furnished to such Manager, at each Representation Date, the written opinion of Partnership Counsel, dated as of such date, as specified in Section 4.(o).
(d) The Partnership shall have furnished to such Manager, at each Representation Date, the written opinion of Christopher S. Wade, or other counsel satisfactory to such Manager, dated as of such date, as specified in Section 4.(p).
(e) At the dates specified in Section 4.(s) of this Agreement, such Manager shall have received from the Partnerships accountants the letters, dated as of such date, as specified in Section 4.(s).
(f) The Partnership shall have delivered to such Manager, at each Representation Date, a certificate of an executive officer of the General Partner, which shall certify, to the best of his or her knowledge after reasonable investigation, on behalf of the Partnership that: (i) subject to modification to incorporate the disclosures contained in the Registration Statement and the Prospectus, in each case as amended or supplemented as of such date, the representations and warranties of the Enterprise Parties as set forth in this Agreement are true and correct as of such Representation Date; (ii) the Partnership has duly performed, in all material respects, such of its obligations under this Agreement as are to be performed at or before