Common use of REPRESENTATIONS AND WARRANTIES OF THE ETP PARTIES Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE ETP PARTIES. Each ETP Party hereby represents and warrants that: (a) It is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all requisite limited partnership power and authority to own, operate or lease its properties and assets and to conduct its business as presently conducted; (i) It has all necessary limited partnership power and authority to execute and deliver the Transaction Documents to which it is, or will be, a party and to consummate the Contribution and Issuance, (ii) the execution, delivery and performance by it of the Transaction Documents to which it is, or will be, a party and the consummation by it of the Contribution and Issuance has been duly authorized by all necessary action on its part and (iii) no other action on its part is necessary to authorize the execution and delivery by it of the Transaction Documents to which it is, or will be, a party and the consummation of the Contribution and Issuance. The Board of Directors of Energy Transfer Partners, L.L.C., a Delaware limited liability company (“ETP LLC”) and general partner of ETP GP, acting in accordance with the recommendation of the Conflicts Committee of the Board of Directors of ETP LLC, has approved the Transaction Documents and the Contribution and Issuance. Each Transaction Document to which it is, or will be, a party has been duly executed and delivered by each ETP Party and, assuming due and valid authorization, execution and delivery hereof by the Contributing Parties, is, or will be, the valid and binding obligation of such ETP Party enforceable against such ETP Party in accordance with its terms, except as may be limited by the Remedies Exception; (c) The execution, delivery and performance by it of the Transaction Documents to which it is, or will be, a party will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provisions of: (i) its certificate of limited partnership or limited partnership agreement; (ii) any material lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it is a party or is subject or by which any of its assets or properties may be bound; (iii) any material applicable Laws; or (iv) any material provision of any material contract to which it is a party or by which its assets are bound; (d) Upon issuance, all of the Acquired ETP Units issued in the Issuance will be duly authorized, validly issued and outstanding, and will have been issued free of preemptive rights (other than as set forth ETP Partnership Agreement in compliance with Laws and the limited partnership agreement of ETP and fully paid (to the extent required under the ETP Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act); (e) Heritage ETC is acquiring the Interests for its own account with the present intention of holding the Interests for investment purposes and not with a view to or for sale in connection with any public distribution of the Interests in violation of any federal or state securities Laws. Heritage ETC acknowledges that the Interests have not been registered under federal and state securities Laws and that the Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under federal and state securities Laws or pursuant to an exemption from registration under any federal or state securities Laws; and (f) It has, at all times since its formation, been classified for U.S. federal income tax purposes as a partnership, or as a disregarded entity, as the case may be, and not as a corporation.