|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 02/07/2018|
(tt) Disclosure Controls. The General Partner and the Partnership have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that (i) are designed to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to the General Partners principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of the end of the period covered by the Partnerships most recent annual report filed with the Commission; and (iii) are effective in achieving reasonable assurances that the Partnerships desired control objectives as described in Item 9A of the Partnerships Annual Report on Form 10-K for the period ended December 31, 2016 (the 2016 Annual Report) have been met.
(uu) No Deficiency in Internal Controls. Based on the evaluation of its internal controls and procedures conducted in connection with the preparation and filing of the 2016 Annual Report, neither the Partnership nor the General Partner is aware of (i) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that are likely to adversely affect the Partnerships ability to record, process, summarize and report financial data; or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Partnerships internal controls over financial reporting.
(vv) No Changes in Internal Controls. Since the date of the most recent evaluation of the disclosure controls and procedures described in Section 1(tt) hereof, there have been no significant changes in the Partnerships internal controls that materially affected or are reasonably likely to materially affect the Partnerships internal controls over financial reporting.
(ww) Sarbanes-Oxley Act. The principal executive officer and principal financial officer of the General Partner have made all certifications required by the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification are complete and correct. The Partnership and the General Partner are otherwise in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act that are effective.
(xx) Rating of Notes. In accordance with Financial Industry Regulatory Authority Rule 5121(a)(1)(C), the Notes have been rated in an investment grade category by Moodys Investors Service, Inc. and S&P Global Ratings.
Any certificate signed by any officer of any Enterprise Party and delivered to the Representatives or counsel for the Underwriters pursuant to this Agreement shall be deemed a representation and warranty by the Enterprise Parties signatory thereto, as to the matters covered thereby, to each Underwriter.
2. Purchase and Sale of the Notes. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, EPO agrees to issue and sell the Notes to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from EPO the principal amount of the Notes set forth opposite that Underwriters name in Schedule I hereto at a price equal to 99.000% of the principal amount thereof, plus accrued interest, if any, from February 15, 2018 to the Delivery Date. EPO shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.