Enterprise Products Partners L.P.

SEC Filings

ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-1/A on 07/21/1998
Entire Document
           (iv) Clarification Regarding Transfer of Equity Interests in Members.
     The transfer or other disposition by the equity owner(s) of a Member of all
     or any portion of the equity interests in such Member shall not constitute
     a Disposition of a Membership Interest for purposes of this Agreement.

     (c)   Encumbrances of Membership Interest.  A Member may not Encumber its
Membership Interest except by complying with both of the following requirements:
(i) such Member must receive the consent of the other Member, which consent may
be granted or withheld in the sole discretion of such other Member; and (ii) the
instrument creating such Encumbrance must provide that any foreclosure of such
Encumbrance (or Disposition in lieu of such foreclosure) must comply with the
requirements of Section 9.01(b).

represents, warrants and covenants to the Company and each other Member that the
following statements are true and correct as of the Effective Date and shall be
true and correct at all times that such Member is a Member:

           (a) that Member is duly incorporated, organized or formed (as
     applicable), validly existing, and (if applicable) in good standing under
     the Law of the jurisdiction of its incorporation, organization or
     formation; if required by applicable Law, that Member is duly qualified and
     in good standing in the jurisdiction of its principal place of business, if
     different from its jurisdiction of incorporation, organization or
     formation; and that Member has full power and authority to execute and
     deliver this Agreement and to perform its obligations hereunder, and all
     necessary actions by the board of directors, shareholders, managers,
     members, partners, trustees, beneficiaries, or other applicable Persons
     necessary for the due authorization, execution, delivery, and performance
     of this Agreement by that Member have been duly taken;

           (b) that Member has duly executed and delivered this Agreement and
     the other documents contemplated herein, and they constitute the legal,
     valid and binding obligation of that Member enforceable against it in
     accordance with their terms (except as may be limited by bankruptcy,
     insolvency or similar Laws of general application and by the effect of
     general principles of equity, regardless of whether considered at law or in
     equity); and

           (c) that Member's authorization, execution, delivery, and performance
     of this Agreement does not and will not (i) conflict with, or result in a
     breach, default or violation of, (A) the organizational documents of such
     Member, (B) any contract or agreement to which that Member is a party or is
     otherwise subject, or (C) any Law, order, judgment, decree, writ,
     injunction or arbitral award to which that Member is subject; or (ii)
     require any consent, approval or authorization from, filing or registration
     with, or notice to, any Governmental Authority or other Person, unless such
     requirement has already been satisfied.