Common use of Vendor’s Closing Deliveries Clause in Contracts

Vendor’s Closing Deliveries. At Closing, Vendor shall deliver or cause to be delivered to Purchaser the following: (1) those items required to be delivered under Section 4.1(1); (2) original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Target Corporations; (3) an original partnership record book for the partnership containing original unit registers, unit transfer ledgers, and the Limited Partnership Agreement; (4) in respect of each Target Entity: (a) share certificate(s) or unit certificates representing all of the issued and outstanding shares or units of the Target Entity registered in the names of one or more of the Target Entities or the Vendor, as applicable; (b) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence; (c) a certificate of a senior officer certifying the corporate status, partnership status and Constating Documents of the Target Entity; (d) written resignations of those directors and officers of the Target Entity specified by Purchaser, in each case with effect from the Effective Time, together with mutual releases, substantially in the form customary for a Transaction of this nature; and (e) a true, accurate and complete list of the accounts and safety deposit boxes of the Target Entities and of Persons holding general or special powers of attorney from the Target Entities and which sets out: (i) the name of each bank, trust company or similar institution in which each Target Entity has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and (ii) the name of each Person holding a general or special power of attorney from a Target Entity and a summary of the terms thereof; (5) in respect of Vendor: (a) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation or governing its corporate existence; (b) a certificate of a senior officer certifying: (i) the resolutions of the board of directors and/or (if required by Applicable Law) shareholders of Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by Vendor; and (ii) the incumbency and signatures of the officers of Vendor executing this Agreement and any other document relating to the Transactions; (6) the Trans Mountain Section 15 Indemnity duly executed by TM Pipeline LP; and (7) such other documentation as Purchaser reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to Purchaser, acting reasonably.