Enterprise Products Partners L.P.

SEC Filings

10-Q
GULFTERRA ENERGY PARTNERS L P filed this Form 10-Q on 05/14/1998
Entire Document
 
<PAGE>   13

property and equipment of comparable or better value and utility in the
ordinary and routine maintenance and operation of the Properties;

      (b) create or permit the creation of any Encumbrance on the Properties,
other than Permitted Encumbrances;

      (c) grant any preferential right to purchase or similar right or agree to
require the consent of any party to the transfer and assignment of the
Properties to Flextrend;

      (d) designate any Person, other than Flextrend, as an operator of the
Properties;

      (e) incur or agree to incur any contractual obligation or liability,
whether absolute, contingent, matured or unmatured, which would constitute
an assumed liability by Flextrend as provided in Section 6 above; provided
that, the Company may incur such obligations or liabilities in the ordinary
course of business or in the ordinary and routine maintenance and operation
of the Properties with the consent of Flextrend which consent shall not be
unreasonably withheld or delayed; provided that any such obligation or
liability would not, either individually or in the aggregate, have a
material adverse effect on any of the Properties;

      (f) enter into any transaction the effect of which, considered as a
whole, would be to cause the Company's ownership interest in any of the
Working Interests to be altered from its ownership interest as of the date
hereof; or

      (g) agree or commit to do any of the foregoing.

9. SURVIVAL AND INDEMNIFICATION.

   9.1. SURVIVAL AND NOTICE . The liability of Flextrend and the Company under
each of their respective representations, warranties and covenants contained in
this Agreement shall survive the Closing and execution and delivery of the
assignments contemplated hereby. Any assertion by any party to this Agreement
that any party is liable for the inaccuracy of any representation or warranty
or the breach of any covenant (except in Section 7.5, which shall survive until
the closing of the applicable statute of limitations) must be made in writing
and must be given to the other party not later than the first Business Day
occurring eighteen months after the date of Closing. The notice shall state the
facts known to the person providing such notice that give rise to such notice
in sufficient detail to allow the receiving person to evaluate the claim.

   9.2. THE COMPANY'S INDEMNIFICATION . To the extent permitted by law, the
Company, from and after Closing, shall defend, indemnify and hold Flextrend
harmless 



                                      -9-