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Page 14 - No Brokers or Finders

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


 

 

(b)          SEP 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.

 

(c)          SEP 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.

 

(d)          SEP 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.

 

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