Page 12 - Securities Law Compliance
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
Section 3.6 Securities
Law Compliance. Assuming the accuracy of the representations and warranties of SEP GP contained in this Agreement,
SEP is not required to register the Restructuring Common Units under the Securities Act in connection with the issuance of the
Restructuring Common Units to SEP GP.
Section 3.7 No
Brokers or Finders. Except for the fees payable by SEP to Jefferies LLC, there is no investment banker, broker, finder
or other intermediary that has been retained by or is authorized to act on behalf of SEP or any of its Affiliates who is entitled
to any fee or commission from SEP or any of its Affiliates in connection with the Transactions.
Section 3.8 No
Other Representations or Warranties. Except for the representations and warranties contained in this Article III,
none of SEP, any of its Affiliates, any of its or their respective stockholders, trustees, members, fiduciaries or Representatives,
or any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written,
express or implied, with respect to this Agreement, the Restructuring Common Units or the Transactions. Except for the
representations and warranties contained in this Article III, SEP disclaims, on behalf of itself and its Affiliates, (a) any other
representations or warranties, whether made by SEP, any of its Affiliates, any of their respective equity holders, trustees, members,
fiduciaries or Representatives or any other Person and (b) all Liabilities and responsibility for any other representation, warranty,
opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to SEP GP
or its Affiliates.
REPRESENTATIONS AND WARRANTIES OF SEP GP
SEP GP (acting in its individual
capacity and not in its capacity as the general partner of SEP) represents and warrants to SEP as follows:
Section 4.1 Organization
and Good Standing.
GP has been duly organized, is validly existing and is in good standing under the Laws of the State of Delaware and has all requisite
limited liability company power and authority to own and operate its properties and assets and to carry on its business as presently
GP is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing)
in each jurisdiction where the ownership or operation of its properties or assets or conduct of its business requires such qualification.