BE TRUE AND
CORRECT AS OF SUCH DATE ONLY);
(III)
SUCH PURCHASER SHALL HAVE RECEIVED ITS
COMMITMENT FEE AS CONTEMPLATED BY SECTION 5.04 HEREOF;
(IV)
PACIFIC SHALL HAVE DELIVERED, OR CAUSED TO BE
DELIVERED, TO THE PURCHASERS AT THE CLOSING, PACIFIC'S CLOSING DELIVERIES
DESCRIBED IN SECTION 2.04; AND
(V)
SINCE THE DATE OF THIS AGREEMENT, NO PACIFIC
MATERIAL ADVERSE EFFECT SHALL HAVE OCCURRED.
(C)
PACIFIC'S CONDITIONS.
THE OBLIGATION OF
PACIFIC TO CONSUMMATE THE SALE OF THE PURCHASED UNITS TO EACH PURCHASER SHALL BE
SUBJECT TO THE SATISFACTION ON OR PRIOR TO THE CLOSING DATE OF EACH OF THE
FOLLOWING CONDITIONS WITH RESPECT TO EACH PURCHASER INDIVIDUALLY AND NOT JOINTLY
(ANY OR ALL OF WHICH MAY BE WAIVED BY PACIFIC IN WRITING, IN WHOLE OR IN PART,
TO THE EXTENT PERMITTED BY APPLICABLE LAW):
(I)
THE REPRESENTATIONS AND WARRANTIES OF
SUCH PURCHASER CONTAINED IN THIS AGREEMENT THAT ARE QUALIFIED BY MATERIALITY OR
A PURCHASER MATERIAL ADVERSE EFFECT SHALL BE TRUE AND CORRECT WHEN MADE AND AS
OF THE CLOSING DATE AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF SUCH
PURCHASER SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN MADE AND AS OF
THE CLOSING DATE, IN EACH CASE AS THOUGH MADE AT AND AS OF THE CLOSING DATE
(EXCEPT THAT REPRESENTATIONS OF SUCH PURCHASER MADE AS OF A SPECIFIC DATE SHALL
BE REQUIRED TO BE TRUE AND CORRECT AS OF SUCH DATE ONLY), AND
(II)
SUCH PURCHASER SHALL HAVE DELIVERED, OR
CAUSED TO BE DELIVERED, TO PACIFIC AT THE CLOSING SUCH PURCHASER'S CLOSING
DELIVERIES DESCRIBED IN SECTION 2.05.
Section 2.04
Pacific Deliveries.
At the Closing,
upon the terms and subject to the conditions hereof, Pacific will deliver, or
cause to be delivered, to the Purchasers:
(A)
CERTIFICATES REPRESENTING THE PURCHASED
UNITS IN THE NAMES OF THE PURCHASERS (BEARING THE LEGEND SET FORTH IN
SECTION 4.05(E)) AND MEETING THE REQUIREMENTS OF THE PARTNERSHIP AGREEMENT, FREE
AND CLEAR OF ANY LIENS OF ANY OTHER PERSON;
(B)
COPIES OF THE CERTIFICATE OF LIMITED
PARTNERSHIP OF (I) PACIFIC AND (II) PACIFIC ENERGY GP, LP, AND OF THE
CERTIFICATE OF FORMATION OF PACIFIC ENERGY MANAGEMENT
6
LLC, EACH CERTIFIED BY THE SECRETARY OF STATE OF THE JURISDICTION OF ITS
FORMATION AS OF A RECENT DATE;
(C)
A CERTIFICATE OF THE SECRETARY OF STATE OF
THE STATE OF DELAWARE, DATED A RECENT DATE, TO THE EFFECT THAT PACIFIC IS IN
GOOD STANDING;
(D)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT
SECRETARY OF PACIFIC ENERGY MANAGEMENT LLC, ON BEHALF OF PACIFIC, CERTIFYING AS
TO (1) THE PARTNERSHIP AGREEMENT, (2) BOARD RESOLUTIONS AUTHORIZING THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL OF THE AGREEMENTS AND
INSTRUMENTS TO BE EXECUTED AND DELIVERED BY PACIFIC IN CONNECTION HEREWITH, AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND (3) ITS INCUMBENT
OFFICERS AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT AND THE OTHER
AGREEMENTS AND INSTRUMENTS CONTEMPLATED HEREBY, SETTING FORTH THE NAME AND TITLE
AND BEARING THE SIGNATURES OF SUCH OFFICERS;
(E)
A CERTIFICATE, DATED THE CLOSING DATE AND
SIGNED