Common use of Conditions to the Obligations of the General Partner Clause in Contracts

Conditions to the Obligations of the General Partner. The obligation of the General Partner to proceed with the Closing is subject to the satisfaction or waiver by the General Partner on or prior to the Closing Date of the following conditions: (a) MPLX shall have performed the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date in all material respects; (b) the representations and warranties of MPLX made in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Execution Date and the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date) with the same effect as though made at and as of such date; and (c) MPLX shall have delivered to the General Partner a certificate dated the Closing Date and signed by an authorized officer of the General Partner, in its capacity as the general partner of MPLX, confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3.

Appears in 3 contracts

Samples: Partnership Interests Restructuring Agreement (MPLX Lp), Partnership Interests Restructuring Agreement (Marathon Petroleum Corp), Partnership Interests Restructuring Agreement (Marathon Petroleum Corp)

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Conditions to the Obligations of the General Partner. The obligation of the General Partner to proceed with the Closing is subject to the satisfaction or waiver by the General Partner on or prior to the Closing Date of the following conditions: (a) MPLX SHLX shall have performed the covenants covenants, obligations and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date in all material respects; (b) the representations and warranties of MPLX SHLX made in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Execution Date and the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date) with the same effect as though made at and as of such date; and (c) MPLX SHLX shall have delivered to the General Partner a certificate dated as of the Closing Date and signed by an authorized officer of the General Partner, in its capacity as the general partner of MPLXSHLX, confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3.

Appears in 1 contract

Samples: Partnership Interests Restructuring Agreement (Shell Midstream Partners, L.P.)

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Conditions to the Obligations of the General Partner. The obligation of the General Partner to proceed with the Closing is subject to the satisfaction or waiver by the General Partner on or prior to the Closing Date of the following conditions: (a) MPLX PSXP shall have performed the covenants and agreements contained in this Agreement required to be performed by it on or prior to the Closing Date in all material respects; (b) the representations and warranties of MPLX PSXP made in this Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the Execution Date and the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date) with the same effect as though made at and as of such date; and (c) MPLX PSXP shall have delivered to the General Partner a certificate dated as of the Closing Date and signed by an authorized officer of the General Partner, in its capacity as the general partner of MPLXPSXP, confirming the foregoing matters set forth in clauses (a) and (b) of this Section 6.3.

Appears in 1 contract

Samples: Partnership Interests Restructuring Agreement (Phillips 66)

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