Common use of Conditions to Phase I Closing Obligations of Charlesbank Clause in Contracts

Conditions to Phase I Closing Obligations of Charlesbank. The obligation of Charlesbank to consummate the Phase I Closing is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Charlesbank: (a) delivery to Charlesbank of the Global Agreement, executed by an authorized officer of Vitol and by an authorized officer of the General Partner on its own behalf and on behalf of the Partnership; (b) delivery to Charlesbank of the Registration Rights Agreement, executed by an authorized officer of Vitol and by an authorized officer of the General Partner on behalf of the Partnership; (c) delivery to Charlesbank of the Amended Partnership Agreement, executed by an authorized officer of the General Partner; (d) each of the representations and warranties of Vitol contained in this Agreement shall, as of the date of this Agreement and as of the Phase I Closing Date, (i) if not qualified by materiality, material adverse effect or Section 4.2 Material Adverse Effect, be true in all material respects and (ii) if so qualified be true in all respects, in each case as if made at and as of that time (provided that such representations and warranties that expressly address matters only as of a certain date need only be true in all material respects or be true in all respects (as applicable) as of such certain date); (e) Vitol shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Phase I Closing Date; (f) Vitol shall have delivered to Charlesbank a certificate dated as of the Phase I Closing Date certifying that the conditions specified in Sections 2.3(d) and (e) have been fulfilled; (g) no Order of any nature issued by a court of competent jurisdiction restraining, prohibiting or affecting the Phase I Closing shall be in effect; and (h) no Material Adverse Effect shall have occurred.