Page 19 - Specific Performance
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
Section 6.8 Specific
Performance. Each of the Parties acknowledges that its obligations hereunder are unique and that remedies at law,
including monetary damages, will be inadequate in the event it should default in the performance of its obligations under this
Agreement. Accordingly, in the event of any breach of any agreement, representation, warranty or covenant set forth
in this Agreement, a Party, in the case of a breach by the other Party, shall be entitled to equitable relief, without the proof
of actual damages, including in the form of an injunction or injunctions or orders for specific performance to prevent breaches
of this Agreement and to order the defaulting Party to affirmatively carry out its obligations under this Agreement, and each of
the Parties hereby waives any defense to the effect that a remedy at law would be an adequate remedy for such breach. Such
equitable relief shall be in addition to any other remedy to which each of the Parties are entitled to at law or in equity as a
remedy for such nonperformance, breach or threatened breach. Each of the Parties hereby waives any requirements for
the securing or posting of any bond with such equitable remedy. The foregoing shall not be deemed to be or construed
as a waiver or election of remedies by any of the Parties, each of whom expressly reserves any and all rights and remedies available
to it at law or in equity in the event of any breach or default by the others under this Agreement prior to Closing.
Section 6.9 Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute
one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section 6.10 Headings. The
heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit
or affect any of the provisions hereof.
Section 6.11 Severability. The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect
the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application
thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances
shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity
or enforceability of such provision, or the application thereof, in any other jurisdiction.
Section 6.12 Action
by SEP. With respect to any action (including any case where the agreement of, or selection by, SEP is required),
notice, consent, approval or waiver that is required to be taken or given or that may be taken or given by SEP at any time (including
after the Closing) with respect to, or in connection with, this Agreement, such action, notice, consent, approval or waiver shall
not be taken or given by SEP until first approved by the Conflicts Committee.
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