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

Conditions to Phase I Closing Obligations of Vitol. The obligation of Vitol 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 Vitol: (a) delivery to Vitol of the Global Agreement, executed by an authorized officer of Charlesbank; (b) delivery to Vitol of the Registration Rights Agreement, executed by an authorized officer of Charlesbank; (c) each of the representations and warranties of Charlesbank 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 or 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); (d) Charlesbank 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; (e) Charlesbank shall have delivered to Vitol a certificate dated as of the Phase I Closing Date certifying that the conditions specified in Sections 2.2(c) and (d) have been fulfilled; (f) 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 (g) no Material Adverse Effect shall have occurred.