Common use of Conditions Precedent and Subsequent Clause in Contracts

Conditions Precedent and Subsequent. 35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:- (a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); (b) certified true copy of its up-to-date articles of incorporation and by-laws; (c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; (d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders; (e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and (f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners. 35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following: (a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:- (i) each of the following documents in respect of each of the Obligors:- (A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

Conditions Precedent and Subsequent. 35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:- (a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); (b) certified true copy of its up-to-date articles of incorporation and by-laws; (c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; (d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders; (e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and (f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners. 35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following: (a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:- (i) each of the following documents in respect of each of the Obligors:- (A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); (a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions. (b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions. 35.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule 1 (Delivery Documents) of the MOA.

Conditions Precedent and Subsequent. 35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:- (a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); (b) certified true copy of its up-to-date articles of incorporation and by-laws; (c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; (d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders; (e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and (f) (applicable only if any Transaction Document is executed by an attorney-in-in- fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners. 35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following: (a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:- (i) each of the following documents in respect of each of the Obligors:- (A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

Conditions Precedent and Subsequent. 35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' ’ receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:- Owners:- (a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); ; (b) certified true copy of its up-to-date articles of incorporation and by-laws; ; (c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; ; (d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders; ; (e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and and (f) (applicable only if any Transaction Document is executed by an attorneyattomey-in-in- fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-inattomey(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners. 35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following: : (a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:- Owners:- (i) each of the following documents in respect of each of the Obligors:- Obligors:- (A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name); BBC Rider Clause (Xxxxxxxxxx) (20180426) (B) certified true copy of its up-to-date articles of incorporation and by-laws; (C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date; (D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders; (E) certified true copy of the resolutions or written consent of its board of directors: (1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party; (2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and (3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party; (F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor; (G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above; (H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party; (I) an original certificate of its company secretary:- BBC Rider Clause (Xxxxxxxxxx) (20180426) (1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded; (2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders; (3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and (4) certifying the satisfaction of Clauses 35.2(e) and (f); (ii) certified true copy of the Management Agreement; (iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and