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SEC Filings
S-8
NUSTAR ENERGY L.P. filed this Form S-8 on 05/15/2002
Entire Document
 
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     (2) that, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The Company hereby undertakes that, for purposes of determining any liability
under the 1933 Act,  each  filing of the  Company's  annual  report  pursuant to
Section  13(a) or  Section  15(d) of the 1934 Act and each  filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C. Insofar as indemnification  for liabilities arising under the 1933 Act may be
permitted to  directors,  officers,  and  controlling  persons of the Company or
Valero GP, LLC pursuant to the foregoing provisions or otherwise, the Company is
advised that, in the opinion of the Commission,  such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling person of the Company or Valero GP, LLC in the successful defense
of any action,  suit or  proceeding)  is asserted  by a  director,  officer,  or
controlling  person of the  Company  or Valero GP,  LLC in  connection  with the
securities being registered,  the Company will, unless in the opinion of counsel
for the Company the matter has been settled by controlling precedent,  submit to
a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.