Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that: (a) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405) relating to the Units. (b) The Selling Unitholder has, and immediately prior to any Delivery Date on which the Selling Unitholder is selling Units, the Selling Unitholder will have, good and valid title to the Units to be sold by the Selling Unitholder hereunder on such Delivery Date, free and clear of all Liens. (c) The Units to be sold by the Selling Unitholder hereunder are subject to the obligations of the Selling Unitholder hereunder, which shall not be terminated by any act of the Selling Unitholder, by operation of law or the occurrence of any other event. (d) Upon payment for the Units to be sold by the Selling Unitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Units), (i) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC. (e) The Selling Unitholder has been duly formed and is validly existing and in good standing as a corporation under the General Corporation Law of the State of Delaware (the “DGCL”) and has the full corporate power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged. (f) On each Delivery Date, the Selling Unitholder will have all requisite corporate power and authority to sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Pricing Disclosure Package and the Prospectus. On each Delivery Date, all corporate action required to be taken by the Selling Unitholder or any of its stockholders for the sale and delivery of the Units, the execution and delivery by the Selling Unitholder of this Agreement and the consummation of the transactions contemplated hereby shall have been validly taken. (g) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Unitholder. (h) None of the offering and sale of the Units by the Selling Unitholder, the execution, delivery and performance of this Agreement by the Selling Unitholder, or the consummation of the transactions contemplated hereby (i) conflicts or will conflict with, or constitutes or will constitute a violation of, the provisions of the certificate of incorporation or bylaws of the Selling Unitholder, (ii) conflicts or will conflict with, or constitutes or will constitute a breach or violation of or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default under), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Unitholder is a party, by which the Selling Unitholder is bound or to which any of its properties or assets is subject, (iii) violates or will violate any statute, law, ordinance, regulation, order, judgment, decree or injunction of any court or governmental agency or body to which the Selling Unitholder or any of its properties or assets may be subject or (iv) will result in the creation or imposition of any Lien upon any property or assets of the Selling Unitholder, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a material adverse effect on the Selling Unitholder or materially impair the ability of the Selling Unitholder to perform its obligations under this Agreement. (i) Except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body to which the Selling Unitholder or any of its properties or assets is subject is required for the execution, delivery and performance of this Agreement by the Selling Unitholder or the consummation of the transactions contemplated hereby. (j) The Selling Unitholder is not prompted to sell the Units by any information concerning any of the Partnership Entities that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (k) None of the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates has taken, nor will the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates take, directly or indirectly, any action that has constituted, that was designed to cause or result in, or that could reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units. Any certificate signed by or on behalf of the Selling Unitholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the Selling Unitholder, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (Boardwalk Pipeline Partners, LP)
Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that:
(a) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the UnderwritersUnderwriter) has used or referred to any “free writing prospectus” (as defined in Rule 405) ), relating to the Units.
(b) The Selling Unitholder has, and immediately prior to any the Delivery Date on which the Selling Unitholder is selling UnitsDate, the Selling Unitholder will have, good and valid title to the Units to be sold by on the Selling Unitholder hereunder on such Delivery Date, free and clear of all Liensliens, encumbrances, equities or claims.
(c) The Units to be sold by the Selling Unitholder hereunder are subject to the interest of the Underwriter, and the obligations of the Selling Unitholder hereunder, which hereunder shall not be terminated by any act of the Selling Unitholder, by operation of law or the occurrence of any other event.
(d) Upon payment for delivery of the Units to be sold by the Selling Unitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee Unitholder and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Units), payment therefor pursuant hereto (i) DTC the Underwriter shall be a “protected purchaser” of such the Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters Underwriter will acquire good and valid title and a valid security entitlement in respect of such the Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters Underwriter with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
(e) The Selling Unitholder has been duly formed and is validly existing and in good standing as a corporation under the General Corporation Law of the State of Delaware (the “DGCL”) and has the full corporate power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.
(f) On each Delivery Date, the Selling Unitholder will have all requisite corporate right, power and authority to sell execute and deliver the Units, in accordance with this Agreement and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Pricing Disclosure Package and the Prospectusto perform its obligations hereunder. On each Delivery Date, all corporate All action required to be taken by the Selling Unitholder or any of its stockholders members for (i) the sale due and delivery of the Unitsproper authorization, the execution and delivery by the Selling Unitholder of this Agreement and (ii) the consummation of the transactions contemplated hereby shall have has been duly and validly taken.
(gf) This Agreement has been duly authorized and validly authorized, executed and delivered by or on behalf of the Selling Unitholder.
(hg) None of the (i) offering and sale of the Units by the Selling UnitholderUnitholder of the Units, (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder, or the (iii) consummation of the transactions contemplated hereby (iA) conflicts or will conflict with, with or constitutes or will constitute a violation of, the provisions of the certificate of incorporation formation or bylaws limited liability company agreement, or other organizational documents of the Selling Unitholder, (iiB) conflicts or will conflict with, with or constitutes or will constitute a breach or violation of of, or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default default) under), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Unitholder is a party, party or by which the Selling Unitholder is bound or to which any of its them or any of their respective properties or assets is subjectmay be bound, (iiiC) violates or will violate any statute, law, ordinance, regulation, law or regulation or any order, judgment, decree or injunction of any court court, arbitrator or governmental agency or body to which having jurisdiction over the Selling Unitholder or any of its properties or assets may be subject assets, or (ivD) results or will result in the creation or imposition of any Lien lien, charge or encumbrance upon any property or assets of the Selling Unitholder, which conflicts, breaches, violations, defaults or Liensliens, in the case of clauses (iiB), (iiiC) or (ivD), would, individually or in the aggregate, have a material adverse effect on the Selling Unitholder or materially impair the ability of the Selling Unitholder to perform its obligations under this AgreementMaterial Adverse Effect.
(ih) Except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters, no No consent, approvalof or with any court, authorization or order of, or filing or registration with, any court or governmental agency or body to which having jurisdiction over the Selling Unitholder or any of its properties or assets is subject is required for in connection with (i) the offering and sale by the Selling Unitholder of the Units, (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder or (iii) the consummation by the Selling Unitholder of the transactions contemplated herebyby this Agreement, except for (A) such consents required under the Securities Act, the Exchange Act and state securities or Blue Sky laws in connection with the purchase and distribution of the Units by the Underwriter and (B) such consents that have been, or prior to the Delivery Date will be, obtained.
(ji) The Selling Unitholder is not prompted to sell the Units by any material nonpublic information concerning any of the Partnership Entities that is not set forth in the Registration Statement, the Pricing Disclosure Package and the ProspectusEnterprise Parties.
(kj) None of Except as publicly disclosed and for ongoing sales in brokerage transactions consistent with recent sales described in the Selling Unitholder’s Amendments to Schedule 13D filed with the Commission, the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates has taken, nor not taken and will the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates not take, directly or indirectly, any action that has constituted, that was is designed to cause or result in, that has constituted or that could reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
(k) The information provided by the Selling Unitholder to the Enterprise Parties specifically for inclusion in the Prospectus or the Pricing Disclosure Package is true, correct and complete in all material respects. Any certificate signed by or on behalf of the Selling Unitholder and delivered to the Representatives Underwriter or counsel for the Underwriters Underwriter in connection with the offering Offering of the Units shall be deemed a representation and warranty by the Selling Unitholder, as to matters covered thereby, to each the Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (Enterprise Products Partners L P)
Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that:
(a) Neither the The Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) has not used or referred to any “free writing prospectus” (as defined in Rule 405) relating to the Units.
(b) The Selling Unitholder has, and immediately prior to any Delivery Date on which the Selling Unitholder is selling Units, the Selling Unitholder will have, good and valid title to the Units to be sold by the Selling Unitholder hereunder on such Delivery Date, free and clear of all Liens.
(c) The Units to be sold by the Selling Unitholder hereunder are subject to the obligations of the Selling Unitholder hereunder, which shall not be terminated by any act of the Selling Unitholder, by operation of law or the occurrence of any other event.
(d) Upon payment for the Units to be sold by the Selling Unitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Units), (i) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units and (iii) no action based on the Underwriters will acquire such security entitlement in such Units free of any “adverse claim,” ”, within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery delivery, registration and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
(ed) The Selling Unitholder has been duly formed and is validly existing and as a limited liability company in good standing as a corporation under the General Corporation Law laws of the State of Delaware (the “DGCL”) and has the Delaware, with full corporate limited liability company power and authority necessary to own or hold lease, as the case may be, and to operate its properties and assets and to conduct the businesses in which it is engaged.
(fe) On each Delivery Date, the Selling Unitholder will have all requisite corporate power and authority to sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Pricing Disclosure Package and the Prospectus. On each Delivery Date, all corporate action required to be taken by the Selling Unitholder or any of its stockholders members for the sale and delivery of the Units, the execution and delivery by the Selling Unitholder of this Agreement and the consummation of the transactions contemplated hereby by this Agreement shall have been validly taken.
(gf) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Unitholder.
(hg) None of (i) the offering offer and sale of the Units by the Selling Unitholder, (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder, or (iii) the consummation of the transactions contemplated hereby by this Agreement or (iiv) conflicts or the fulfillment of the terms hereof will conflict with, or constitutes result in a breach or will constitute a violation ofof or imposition of any lien, charge or encumbrance upon any property or assets of the provisions of Selling Unitholder pursuant to, (A) the certificate of incorporation formation or bylaws limited liability company agreement of the Selling Unitholder, (iiB) conflicts or will conflict with, or constitutes or will constitute a breach or violation the terms of or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default under), any indenture, contract, lease, mortgage, deed of trust, loan note agreement, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Selling Unitholder is a party, by which the Selling Unitholder is bound or to which any of its properties or assets is subject, or (iiiC) violates or will violate any statute, law, ordinancerule, regulation, order, judgment, order or decree or injunction applicable to the Selling Unitholder of any court court, regulatory body, administrative agency, governmental body, arbitrator or governmental agency or body to which other authority having jurisdiction over the Selling Unitholder or any of its properties or assets may be subject or (iv) will result in the creation or imposition of any Lien upon any property or assets of the Selling Unitholderproperties, which conflicts, breaches, violations, defaults or Liens, except in the case of clauses (iiB) and (C), (iii) for such conflict, breach, violation or (iv), woulddefault that would not, individually or in the aggregate, have a material adverse effect on the Selling Unitholder or materially impair the ability of the Selling Unitholder to perform its obligations under this AgreementAgreement and provided that no representation or warranty is made in this clause (g) with respect to the antifraud provisions of federal and state securities laws.
(ih) Except for the registration of the Units under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be No Consent is required under the Exchange Act and applicable state securities laws in connection with the purchase and sale of the Units by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body to which the Selling Unitholder or any of its properties or assets is subject is required for the execution, delivery and performance of this Agreement by the Selling Unitholder or the consummation of the transactions contemplated hereby, except such as (i) may be required under the Securities Act, state securities laws, Financial Industry Regulatory Authority, Inc. (“FINRA”) or the New York Stock Exchange as to which the Selling Unitholder makes no representation, (ii) have been, or prior to the applicable Delivery Date will be, obtained (other than such Consents which would not, if not obtained, individually or in the aggregate, have a Material Adverse Effect) or (iii) have been disclosed in the Pricing Disclosure Package.
(ji) The Selling Unitholder is has not prompted to sell the Units by any information concerning any of the Partnership Entities that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(k) None of the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates has taken, nor will the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates take, directly or indirectly, any action that has constituteddesigned to, that was designed to cause or result in, would constitute or that could might reasonably be expected to cause or result in, under the Exchange Act, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
(j) Neither the Pricing Disclosure Package, as of the Applicable Time, nor the Prospectus or any amendments or supplements thereto, as of its date and on the applicable Delivery Date, includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such representations and warranties set forth in this Section 2(j) apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Unitholder furnished in writing by or on behalf of the Selling Unitholder to the Partnership and the Underwriters expressly for use in the Registration Statement, the Pricing Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto (the “Selling Unitholder Information”). For the avoidance of doubt, each of the Partnership and the Underwriters acknowledges and agrees that for all purposes of this Agreement, the only information furnished to the Partnership and the Underwriters by or on behalf of the Selling Unitholder expressly for use in the Pricing Disclosure Package, the Prospectus or any amendments or supplements thereto are the number of LP Units owned and the number of Units proposed to be offered by the Selling Unitholder under the caption “Selling Unitholder” in the Prospectus, and the “Selling Unitholder Information” shall be limited to such information. Any certificate signed by or on behalf of the Selling Unitholder and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Units shall be deemed a representation and warranty by the Selling Unitholder, as to matters covered thereby, to each Underwriter.
Appears in 1 contract
Representations, Warranties and Agreements of the Selling Unitholder. The Selling Unitholder represents, warrants and agrees that:
(a) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) has used or referred to any “free writing prospectus” (as defined in Rule 405) ), relating to the Units.
(b) The Selling Unitholder has, and immediately prior to any the Delivery Date on which the Selling Unitholder is selling UnitsDate, the Selling Unitholder will have, good and valid title to the Units to be sold by on the Selling Unitholder hereunder on such Delivery Date, free and clear of all Liensliens, encumbrances, equities or claims.
(c) The Units to be sold by the Selling Unitholder hereunder are subject to the interest of the Underwriters, and the obligations of the Selling Unitholder hereunder, which hereunder shall not be terminated by any act of the Selling Unitholder, by operation of law or the occurrence of any other event.
(d) Upon payment for delivery of the Units to be sold by the Selling Unitholder, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee Unitholder and the crediting of such Units on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Units), payment therefor pursuant hereto (i) DTC the Underwriters shall be a “protected purchaser” of such the Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire good and valid title and a valid security entitlement in respect of such the Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
(e) The Selling Unitholder has been duly formed and is validly existing and in good standing as a corporation under the General Corporation Law of the State of Delaware (the “DGCL”) and has the full corporate power and authority necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged.
(f) On each Delivery Date, the Selling Unitholder will have all requisite corporate right, power and authority to sell execute and deliver the Units, in accordance with this Agreement and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Pricing Disclosure Package and the Prospectusto perform its obligations hereunder. On each Delivery Date, all corporate All action required to be taken by the Selling Unitholder or any of its stockholders members for (i) the sale due and delivery of the Unitsproper authorization, the execution and delivery by the Selling Unitholder of this Agreement and (ii) the consummation of the transactions contemplated hereby shall have has been duly and validly taken.
(gf) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Selling Unitholder.
(hg) None of the (i) offering and sale of the Units by the Selling UnitholderUnitholder of the Units, (ii) the execution, delivery and performance of this Agreement by the Selling Unitholder, or the and (iii) consummation of the transactions contemplated hereby (iA) conflicts or will conflict with, with or constitutes or will constitute a violation of, the provisions of the certificate of incorporation limited partnership or bylaws partnership agreement, or other organizational or governing documents of the Selling Unitholder, (iiB) conflicts or will conflict with, with or constitutes or will constitute a breach or violation of of, or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default default) under), any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Unitholder is a party, party or by which the Selling Unitholder is bound it or to which any of its assets or properties or assets is subjectmay be bound, (iiiC) violates or will violate any statute, law, ordinance, regulation, law or regulation or any order, judgment, decree or injunction of any court court, arbitrator or governmental agency or body having jurisdiction over the Selling Unitholder or any of its properties or assets, or (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Selling Unitholder, except, in the case of clauses (B) or (C), for such conflicts, breaches, violations, defaults or Liens as would not, individually or in the aggregate, have a Material Adverse Effect, would not affect the validity of the Units, or would not materially impair the ability of the Selling Unitholder to which perform its obligations under this Agreement.
(h) No consent, approval, authorization or order of, or any filing or registration with, any court, governmental agency or body having jurisdiction over the Selling Unitholder or any of its properties or assets may be subject or is required in connection with (ivi) will result in the creation or imposition of any Lien upon any property or assets offering and sale by the Selling Unitholder of the Selling UnitholderUnits, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii)) the execution, delivery and performance of this Agreement by the Selling Unitholder or (iii) the consummation by the Selling Unitholder of the transactions contemplated by this Agreement, except for (A) such consents required under the Securities Act, the Exchange Act and state securities or Blue Sky laws in connection with the purchase and distribution of the Units by the Underwriters and (iv)B) such consents that have been, wouldor prior to the Delivery Date will be, obtained and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a material adverse effect on the Selling Unitholder Material Adverse Effect or would not materially impair the ability of the Selling Unitholder to perform its obligations under this Agreement.
(i) Except for The Selling Unitholder has no reason to believe that the registration representations and warranties of the Units under the Securities Act Magellan Parties contained in Section 1 hereof are not materially true and such consentscorrect, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection is familiar with the purchase Registration Statement, the Prospectus and sale the Pricing Disclosure Package (as amended or supplemented) and has no knowledge of any material fact, condition or information not disclosed (i) in the Registration Statement, as of the Units by Effective Date, (ii) in the UnderwritersProspectus, no consent, approval, authorization or order ofas of its date and on the Delivery Date, or filing or registration with(iii) in the Pricing Disclosure Package, any court or governmental agency or body to which the Selling Unitholder or any of its properties or assets is subject is required for the execution, delivery and performance of this Agreement by the Selling Unitholder or the consummation as of the transactions contemplated herebyApplicable Time, that, in each case, could reasonably be expected to have a Material Adverse Effect.
(j) The Selling Unitholder is not prompted to sell the Units by any information concerning any of the Partnership Entities Magellan Parties that is not set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectusor any documents incorporated by reference therein.
(k) None of Except as publicly disclosed, the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates has taken, nor not taken and will the Selling Unitholder or, to the knowledge of the Selling Unitholder, any of its affiliates not take, directly or indirectly, any action that has constituted, that was is designed to cause or result in, that has constituted or that could reasonably be expected to cause or result in, in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
(l) The information provided by the Selling Unitholder to the Magellan Parties specifically for inclusion in the Prospectus or the Pricing Disclosure Package is true, correct and complete in all material respects.
(m) The sale of the Units by the Selling Unitholder does not violate any of the Partnership’s internal policies regarding the sale of securities by its affiliates. Any certificate signed by or on behalf of the Selling Unitholder and delivered to the Representatives Underwriters or counsel for the Underwriters in connection with the offering Offering of the Units shall be deemed a representation and warranty by the Selling Unitholder, as to matters covered thereby, to each Underwriterthe Underwriters.
Appears in 1 contract
Samples: Underwriting Agreement (Magellan Midstream Holdings Lp)
