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
 


any Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as such Manager; each director and officer of the General Partner and each person, if any, who controls any of the Partnership Entities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Enterprise Parties.

The obligations of the Enterprise Parties under this Section 7.(e) shall be in addition to any liability which the Enterprise Parties may otherwise have.

SECTION 8.    Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 7 and the covenants, warranties and representations of the Enterprise Parties contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force and effect regardless of any investigation made by or on behalf of any of the Managers, the directors, officers, employees and agents of any Manager and their respective affiliates and each person (including each partner, officer or director of such person) who controls such Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of any of the Enterprise Parties, their directors or officers or any person who controls any of the Partnership Entities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Units.

SECTION 9.    Termination.

(a)    The Partnership shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through any of the Managers for the Partnership, the obligations of the Enterprise Parties, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination, and (ii) the reimbursement, indemnification and contribution agreements contained in Section 5 and Section 7 hereof, the provisions of Section 8, Section 10, Section 11, Section 12 and Section 16 hereof, and the representations, warranties, covenants and agreements of the Enterprise Parties in this Agreement shall remain in full force and effect regardless of any termination of this Agreement.

(b)    Each Manager shall have the right, by giving written notice to the Partnership as hereinafter specified, to terminate its own obligations under the provisions of this Agreement relating to the solicitation of offers to purchase the Units in its sole discretion at any time. Subject to Section 9.(a)(ii), any such termination shall have no effect on the obligations of any other Manager under this Agreement and shall be without liability of any party to any other party other than as set forth in Section 5, Section 7 and Section 8.

(c)    This Agreement shall remain in full force and effect until the earlier of (i) its termination pursuant to Section 9.(a) above or the termination of all Managers’ obligations pursuant to Section 9.(b) above or otherwise by mutual agreement of the parties or (ii) the sale of all of the Units authorized hereunder; provided that any such termination shall in all cases be deemed to provide that Section 5, Section 7 and Section 8 shall remain in full force and effect, unless otherwise agreed by the parties.

 

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