"TCGL Intermediate Partnership" shall have the meaning specified in the
recitals.
"TCP Intermediate Partnership" shall have the meaning specified in the recitals.
"TCP Parties" shall have the meaning specified in the recitals.
"TCT Intermediate Partnership" shall have the meaning specified in the recitals.
"TransCanada" shall have the meaning specified in the recitals.
4
"TransCanada Purchaser" means any Purchaser that is TransCan Northern Ltd. or an
Affiliate of TransCanada.
"Tuscarora" shall have the meaning specified in the recitals.
"Unit Price" shall have the meaning specified in Section 2.1(b).
"Unitholders" means the Unitholders of the Partnership (within the meaning of
the Partnership Agreement).
"Units" means the Units to be issued and sold to the Purchasers pursuant to this
Agreement.
SECTION 1.2
ACCOUNTING PROCEDURES AND INTERPRETATION. UNLESS
OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED, ALL DETERMINATIONS WITH RESPECT TO ACCOUNTING MATTERS UNDER THIS
AGREEMENT SHALL BE MADE, AND ALL FINANCIAL STATEMENTS AND CERTIFICATES AND
REPORTS AS TO FINANCIAL MATTERS REQUIRED TO BE FURNISHED TO THE PURCHASERS UNDER
THIS AGREEMENT SHALL BE PREPARED, IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT, IN THE CASE OF UNAUDITED
STATEMENTS, AS PERMITTED BY FORM 10-Q PROMULGATED BY THE COMMISSION) AND IN
COMPLIANCE AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND WITH THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION WITH
RESPECT THERETO.
ARTICLE II
SALE AND PURCHASE
SECTION 2.1
SALE AND PURCHASE.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, AT THE CLOSING, THE PARTNERSHIP HEREBY AGREES TO
ISSUE AND SELL TO EACH PURCHASER, AND EACH PURCHASER HEREBY AGREES, SEVERALLY
AND NOT JOINTLY, TO PURCHASE FROM THE PARTNERSHIP, THE NUMBER OF UNITS SET FORTH
OPPOSITE ITS NAME ON EXHIBIT A HERETO.
EACH PURCHASER AGREES TO PAY THE
PARTNERSHIP THE UNIT PRICE FOR EACH UNIT.
THE RESPECTIVE OBLIGATIONS OF EACH
PURCHASER UNDER THIS AGREEMENT ARE SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF
ANY OTHER PURCHASER, AND NO PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE
PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER PURCHASER UNDER THIS AGREEMENT.
THE
FAILURE OR WAIVER OF PERFORMANCE UNDER THIS AGREEMENT BY ANY PURCHASER, OR ON
ITS BEHALF, DOES NOT EXCUSE PERFORMANCE BY ANY OTHER PURCHASER. NOTHING
CONTAINED HEREIN OR IN ANY OTHER BASIC DOCUMENT, AND NO ACTION TAKEN BY ANY
PURCHASER PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT OR AS
A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY ANY
BASIC DOCUMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE OTHER
BASIC DOCUMENTS, EACH PURCHASER SHALL BE ENTITLED TO INDEPENDENTLY PROTECT AND
ENFORCE ITS RIGHTS, INCLUDING THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF
THE OTHER BASIC DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER PURCHASER
TO BE JOINED AS AN ADDITIONAL PARTY IN ANY