RESPECT TO THE COMMON UNITS.
SECTION 6.3
THE PARTNERSHIP'S CONDITIONS.
THE OBLIGATION OF
THE PARTNERSHIP TO CONSUMMATE THE SALE OF THE UNITS TO EACH OF THE PURCHASERS
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 THE
PURCHASERS JOINTLY (ANY OR ALL OF WHICH MAY BE WAIVED BY THE PARTNERSHIP IN
WRITING, IN WHOLE OR IN PART, TO THE EXTENT PERMITTED BY APPLICABLE LAW):
(A)
EACH PURCHASER SHALL HAVE PERFORMED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH THE COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT
THAT ARE REQUIRED TO BE PERFORMED AND COMPLIED WITH BY THAT PURCHASER ON OR
PRIOR TO THE CLOSING DATE;
(B)
THE REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
CONTAINED IN THIS AGREEMENT THAT ARE QUALIFIED BY MATERIALITY OR 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 OR WARRANTIES MADE AS OF A SPECIFIC DATE SHALL BE REQUIRED
TO BE TRUE AND CORRECT AS OF SUCH DATE ONLY);
(C)
EACH PURCHASER (OTHER THAN THE TRANSCANADA PURCHASERS) SHALL
HAVE DELIVERED, OR CAUSED TO BE DELIVERED, SUCH PURCHASER'S CLOSING DELIVERIES
DESCRIBED IN SECTION 7.2(A); AND
(D)
EACH TRANSCANADA PURCHASER SHALL HAVE DELIVERED, OR CAUSED
TO BE DELIVERED, ITS CLOSING DELIVERIES DESCRIBED IN SECTION 7.2(B) (INCLUDING
PAYMENT OF ITS COMMITMENT AMOUNT AS PROVIDED IN SECTION 7.2(B)(II) AND SECTION
2.1(D)).
18
ARTICLE VII
CLOSING DELIVERIES
SECTION 7.1
THE PARTNERSHIP DELIVERIES. AT THE CLOSING,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PARTNERSHIP SHALL
HAVE DELIVERED, OR CAUSED TO BE DELIVERED, TO EACH PURCHASER:
(A)
THE UNITS BY DELIVERING CERTIFICATES (BEARING THE LEGEND SET
FORTH IN SECTION 4.8) EVIDENCING SUCH UNITS, ALL FREE AND CLEAR OF ANY LIENS,
ENCUMBRANCES OR INTERESTS OF ANY OTHER PARTY;
(B)
AN OPINION FROM EACH COUNSEL LISTED ON EXHIBIT D,
SUBSTANTIALLY SIMILAR IN SUBSTANCE TO SUCH COUNSEL'S FORM OF OPINION ATTACHED TO
THIS AGREEMENT AS EXHIBIT D;
(C)
THE REGISTRATION RIGHTS AGREEMENT IN SUBSTANTIALLY THE FORM
ATTACHED TO THIS AGREEMENT AS EXHIBIT C, WHICH SHALL HAVE BEEN DULY EXECUTED BY
THE PARTNERSHIP;
(D)
THE ESCROW AGREEMENT FULLY EXECUTED BY ALL PARTIES THERETO;
(E)
A CERTIFICATE SIGNED ON BEHALF OF THE PARTNERSHIP BY THE
CHAIRMAN OF THE BOARD OF DIRECTORS OR THE PRESIDENT AND THE PRINCIPAL FINANCIAL
OR ACCOUNTING OFFICER OF THE GENERAL PARTNER, DATED THE CLOSING DATE, TO THE
EFFECT THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP IN
THIS AGREEMENT ARE TRUE AND CORRECT ON AND AS OF THE CLOSING DATE WITH THE SAME
EFFECT AS IF MADE ON THE CLOSING DATE AND THE PARTNERSHIP HAS PERFORMED AND
COMPLIED WITH ALL THE AGREEMENTS AND SATISFIED ALL THE CONDITIONS ON ITS PART TO
BE