|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
each such Representation Date; (iii) no stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been issued and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the knowledge of the Partnership, threatened by the Commission; (iv) each part of the Registration Statement and any amendment thereto, at the time it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (v) the Prospectus, as amended or supplemented, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) since the respective dates as of which information is given in the Prospectus, there has not 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; and (vii) none of the Enterprise Parties has any subsidiaries other than as set forth on a schedule to such certificate that, individually or in the aggregate, would be deemed to be a significant subsidiary as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act.
(g) Such Manager shall have received, at each Representation Date, the written opinion of Vinson & Elkins L.L.P., or other counsel satisfactory to such Manager, dated as of such date, as specified in Section 4.(r).
(h) Such Manager shall have received, at each Representation Date, a certificate of the Secretary or an Assistant Secretary of the General Partner on behalf of the Partnership, dated as of such date, as specified in Section 4.(q).
(i) All filings with respect to the Units required by Rule 424 of the Rules and Regulations to have been filed with the Commission by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424 of the Rules and Regulations.
(j) The Units shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date.
SECTION 7. Indemnification and Contribution. For purposes of this Section 7, Prospectus Supplement shall include any prospectus supplement relating to the Units filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations.
(a) The Enterprise Parties will jointly and severally indemnify and hold harmless each Manager, the directors, officers, employees and agents of any Manager and their respective affiliates and each person, if any, who controls such Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever (including the reasonable cost of investigation), to which each of the