Page 11 - Authorization under SEP Partnership Agreement
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
3.2 Authorization under SEP Partnership Agreement. SEP
has all requisite limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the Transactions. The execution and delivery of this Agreement, the performance of SEP’s obligations
hereunder and thereunder and the consummation of the Transactions have been duly authorized by all necessary action under the SEP
Partnership Agreement. This Agreement has been duly executed and delivered by SEP and, assuming the due authorization,
execution and delivery of this Agreement by SEP GP, constitutes the legal, valid and binding obligation of SEP, enforceable against
SEP in accordance with their terms, as applicable, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar Laws affecting the enforcement of creditors’ rights generally or, as to enforceability, by general
equitable principles, including principles of good faith and fair dealing (regardless of whether such enforceability is considered
in a proceeding in equity or at Law) (the “Bankruptcy and Equity Exception”).
3.3 Non-Contravention. The execution
and delivery by SEP of this Agreement, the performance of its obligations pursuant to this Agreement and the consummation of the
Transactions will not constitute or result in (a) a violation of the Organizational Documents of SEP, (b) a breach or violation
of, a termination of, a right of termination or default under, the creation or acceleration of any obligations under, or the creation
of an Encumbrance on any of the assets of SEP pursuant to, any Contract to which SEP is a party (with or without notice or lapse
of time or both), or (c) a breach or violation of, or a default under, any Law to which SEP or its Affiliates are subject, except,
in the case of the foregoing clause (b) or (c), as would not, individually or in the aggregate, prevent or materially delay or
impair the ability of SEP to consummate the Transactions.
3.4 Governmental Consents and Approvals. Subject
to required filings under federal and state securities Laws and compliance with the rules and regulations of the NYSE, no consent,
approval, waiver, authorization, notice or filing is required to be obtained by SEP from, or to be given by SEP to, or to be made
by SEP with, any Government Entity in connection with the execution, delivery and performance by SEP of this Agreement and the
consummation of the Transactions, except as would not, individually or in the aggregate, prevent or materially delay or impair
the ability of SEP to consummate the Transactions.
3.5 Restructuring Common Units. The Restructuring
Common Units will be duly authorized and, when issued and delivered to SEP GP in accordance with the terms hereof, will be validly
issued, fully paid (to the extent required by the SEP Partnership Agreement and Amended Partnership Agreement) and non-assessable
(subject to Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act and to the extent required
by the SEP Partnership Agreement and Amended Partnership Agreement).