Common use of Formation and Qualification of the Partnership Entities Clause in Contracts

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGPthe OLPGP, EPO the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPthe OLPGP, to act as general partner of the Partnership and managing member of EPOthe Operating LLC, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGPOLPGP, EPO the Operating Partnership and their respective the subsidiaries of the Operating Partnership listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Operating Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPOLPGP, to act as general partner of the Partnership and managing member of EPOthe Operating Partnership, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGPthe OLPGP, EPO the Operating Partnership and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPthe OLPGP, to act as general partner of the Partnership and managing member of EPOthe Operating Partnership, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) Entities has been duly formed or incorporated, as the case may be, incorporated and is validly existing as a limited partnership, limited liability company, corporation or other entity, as applicable, in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporatelimited partnership, limited liability company company, corporate or partnershipother entity power and authority, as the case may beapplicable, power and authority necessary to own or hold lease and to operate its properties currently owned or leased or to be owned or leased as of each Applicable Time, and to conduct the businesses in which it is engaged and, in the case its business as currently conducted or as to be conducted as of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectivelyeach Applicable Time, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus. Each of the Partnership Entity is Entities is, and as of each Applicable Time will be (i) duly registered or qualified to do business as a foreign limited partnership, limited liability company, corporation or other entity, as applicable, and (ii) is in good standing as a foreign corporation, limited liability company or limited partnershipunder the laws of each jurisdictions that requires, as the case may beof each Applicable Time, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires will require, such qualification or registration, registration except where with respect to clause (i) hereof to the failure to so qualify or register extent that a lack of such qualification would not, individually or in the aggregate, have result in a material adverse effect on the condition (financial or otherwise), results of operations, business business, properties or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or would subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGP, EPO and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) Entities has been duly formed or incorporatedincorporated and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, and is validly existing in good standing under the laws of its jurisdiction the State of formation Delaware with full partnership or incorporationlimited liability company power and authority, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold lease its properties currently owned or leased or to be owned or leased on the Closing Date and each settlement date and to conduct its business as currently conducted or to be conducted on the businesses in which it is engaged and, in the case of the General Partner Closing Date and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectivelyeach settlement date, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. Each Partnership Entity , and each of them is duly registered or qualified to do business and is in good standing as a foreign corporation, limited partnership or limited liability company or limited partnershipcompany, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification registration or registrationqualification, except where the failure so to so register or qualify or register would notnot reasonably be expected, individually or in the aggregate, to (i) have a material adverse effect on the condition (financial or otherwise), partners’ equity, stockholders’ equity, members’ equity, results of operations, properties, business or prospects of the Partnership Entities and Operating Subsidiaries taken as a whole (a “Material Adverse Effect”) or (ii) subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGPthe OLPGP, EPO the Operating Partnership and their respective subsidiaries listed on Schedule III II hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III II hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPthe OLPGP, to act as general partner of the Partnership and managing member of EPOthe Operating Partnership, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership, EPOGPthe OLPGP, EPO the Operating LLC and their respective subsidiaries listed on Schedule III hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPthe OLPGP, to act as general partner of the Partnership and managing member of EPOthe Operating LLC, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.

Formation and Qualification of the Partnership Entities. Each All of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), the Partnership’s “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X) as of the date of the Partnership’s latest annual report on Form 10-K filed with the Commission, EPOGPwhich is incorporated by reference in the Registration Statement and the Prospectus, EPO and their respective subsidiaries are listed on Schedule III hereto (each, Exhibit 21.1 to such report. The Partnership and each of its consolidated subsidiaries and any unconsolidated subsidiary that is a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X) (collectively with the Partnership Entity” and collectivelyParties, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III hereto, the “Subsidiaries”) and any significant subsidiary acquired or formed subsequent to the Partnership’s latest annual report on Form 10-K filed with the Commission has been duly formed and is validly existing and in good standing as a limited partnership, limited liability company or incorporatedcorporation, as the case may be, and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power organization and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGP, to act as general partner of the Partnership and managing member of EPO, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporationlimited partnership, limited liability company or limited partnershipcorporation, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registrationqualification, except where the failure to be so qualify qualified or register would in good standing could not, individually or in the aggregate, reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, members’ or stockholders’ equity or partners’ capital, properties, business or prospects of the Partnership Entities Entities, taken as a whole (a “Material Adverse Effect”), (ii) materially impair the ability of any of the Partnership Entities to consummate any transactions provided for in this Agreement or (iii) subject the limited partners of the Partnership to any material liability or disability. Each of the Partnership Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to own or hold its properties and to conduct the businesses in which it is engaged.

Formation and Qualification of the Partnership Entities. Each of Enterprise Products Holdings LLC, a Delaware limited liability company (the “General Partner”), TEPPCO Entities and the Partnership, EPOGP, EPO and their respective other subsidiaries of the Partnership listed on Schedule III IV hereto (each, a “Partnership Entity” and collectively, the “Partnership Entities,” and the subsidiaries of the Partnership listed on Schedule III IV hereto, the “Subsidiaries”) has been duly formed or incorporated, as the case may be, and is validly existing in good standing under the laws of its respective jurisdiction of formation or incorporation, as the case may be, with all corporate, limited liability company or partnership, as the case may be, power and authority necessary to own or hold its properties and conduct the businesses in which it is engaged and, in the case of the General Partner and EPOGPTEPPCO GP, to act as general partner or sole managing member, as applicable, of the Partnership Partnership, TE Products Pipeline, TCTM and managing member of EPOTEPPCO Midstream, respectively, in each case in all material respects as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Partnership Entity is duly registered or qualified to do business and is in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification or registration, except where the failure to so qualify or register would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”) or subject the limited partners of the Partnership to any material liability or disability.