|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
(except restrictions on transferability contained in the EPO Company Agreement or as described in the Prospectus), security interests, charges or claims, in each case, (A) in respect of which a uniform commercial code financing statement naming EPOGP or the Partnership as debtor is on file in the office of the Secretary of State of the State of Delaware or (B) other liens known to us without independent investigation, other than those created by or arising under Section 101.206 of the Texas Limited Liability Company Law, a part of the Texas Business Organizations Code (the Texas Act).
7. (i) The GP LLC Agreement has been duly authorized, executed and delivered by DDLLC and is a valid and legally binding agreement of DDLLC, enforceable against DDLLC in accordance with its terms; (ii) the Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; and (iii) the EPO Company Agreement has been duly authorized, executed and delivered by each of EPOGP and the Partnership and is a valid and legally binding agreement of each of EPOGP and the Partnership, enforceable against each of EPOGP and the Partnership in accordance with its terms.
8. As of the date hereof, there were issued and outstanding 2,161,086,411 Common Units, excluding the effect of forfeitures of restricted units for tax withholdings upon the vesting of restricted units relating to vesting occurring since the end of the most recent completed fiscal quarter that are not reflected in the Transfer Agent Certificate as of the date hereof.
9. The Units and the limited partner interests represented thereby have been duly authorized by the Partnership and, when issued and delivered against payment therefor in accordance with the terms of the Equity Distribution Agreement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware LP Act).
10. Except for rights that have been effectively complied with, satisfied or waived with respect to the issuance of the Units, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any partnership or membership interests or capital stock in the Enterprise Parties, in each case pursuant to the organizational documents of such entity. To our knowledge, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by the Equity Distribution Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership, other than as have been effectively complied with, satisfied or waived.
11. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Units in accordance with and upon the terms and conditions set forth in the Equity Distribution Agreement, the Partnership Agreement, the Registration Statement and the Prospectus.
12. The Equity Distribution Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.