Page 14 - No Brokers or Finders
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
GP understands that the Restructuring Common Units are “restricted securities” and have not been registered under the
Securities Act or any applicable state securities Laws. SEP GP acknowledges that the Restructuring Common Units will
bear a restrictive legend to that effect. SEP GP acknowledges and agrees that it must bear the economic risk of this
investment indefinitely, that the Restructuring Common Units issued to SEP GP hereunder may not be sold or transferred or offered
for sale or transfer by it without registration under the Securities Act and an applicable state securities or “Blue Sky”
Laws or the availability of exemptions therefrom, and that SEP GP has no present intention of registering the resale of any of
such Restructuring Common Units.
GP has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits
and risks of the prospective investment in the Restructuring Common Units, and has so evaluated the merits and risks of such investment. SEP
GP is able to bear the economic risk of an investment in the Restructuring Common Units and, at the present time and in the foreseeable
future, is able to afford a complete loss of such investment.
GP understands that the Restructuring Common Units are being offered and issued to SEP GP in reliance upon specific exemptions
from the registration requirements of United States federal and state securities Laws and that SEP is relying upon the truth and
accuracy of, and SEP GP’s compliance with, the representations, warranties, agreements, acknowledgments and understandings,
which are true, correct and complete, of SEP GP set forth herein in order to determine the availability of such exemptions and
the eligibility of SEP GP to acquire the Restructuring Common Units.
Section 4.7 No
Brokers or Finders. Except for the fees payable by an Affiliate of SEP GP to Barclays Capital Inc., there is no investment
banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of SEP GP or any of its
Affiliates who is entitled to any fee or commission from SEP GP or any of its Affiliates in connection with the Transactions for
which SEP or any of its Affiliates would be liable.
Section 4.8 No
Other Representations or Warranties. Except for the representations and warranties contained in this Article IV,
none of SEP GP, any of its Affiliates, any of its or their respective equity holders, trustees or Representatives, and 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 SEP GP or its Affiliates, or its or their respective businesses, this Agreement or the Transactions. Except
for the representations and warranties contained in this Article IV, SEP GP disclaims, on behalf of itself and its Affiliates,
(i) any other representations or warranties, whether made by SEP GP, any of its Affiliates, any of its or their respective equity
holders, trustees or Representatives or any other Person and (ii) 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 or its Affiliates.