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Page 13 - Authorization under Organizational Documents

SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018


 

 

Section 4.2           Authorization under Organizational Documents.  SEP GP has all requisite limited liability company 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 GP’s obligations hereunder and the consummation of the Transactions have been duly authorized by all necessary action under the Organizational Documents of SEP GP.  This Agreement has been duly executed and delivered by SEP GP and, assuming the due authorization, execution and delivery of the Agreement by SEP, constitutes the legal, valid and binding obligation of SEP GP, enforceable against SEP GP in accordance with its terms, subject to the Bankruptcy and Equity Exception.

 

Section 4.3           Equity Interests.  SEP GP is the record and beneficial owner of, and has good and valid title to, the Incentive Distribution Rights and SEP GP Interest, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the SEP Partnership Agreement or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates).  There is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery, repurchase or transfer by SEP GP of the Incentive Distribution Rights or General Partner Interests, except as set forth in the SEP Partnership Agreement.

 

Section 4.4           Non-Contravention.  The execution and delivery by SEP GP of this Agreement, the performance of its obligations hereunder and the consummation of the Transactions will not constitute or result in (a) a violation of the Organizational Documents of SEP GP, (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 GP pursuant to, any Contract to which SEP GP 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 GP is subject, except, in the case of clause (b) or (c), as would not, individually or in the aggregate, prevent or materially delay or impair the ability of SEP GP to consummate the Transactions.

 

Section 4.5           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 GP from, or to be given by SEP GP to, or be made by SEP GP with, any Government Entity in connection with the execution, delivery and performance by SEP GP of this Agreement or the consummation of the Transactions, except as would not, individually or in the aggregate, prevent or materially delay or impair the ability of SEP GP to consummate the Transactions.

 

Section 4.6           Investment Intent and Securities Law Compliance.

 

(a)          SEP GP has been given reasonable access to full and fair disclosure of all material information regarding SEP and the Restructuring Common Units, including reasonable access to the books and records of SEP.  SEP GP acknowledges and agrees that it has been provided, to its full satisfaction, with the opportunity to ask questions concerning the terms and conditions of an investment in SEP and has knowingly and voluntarily elected instead to rely solely on its own investigation.

 

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