Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. Other than the Charter, the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound. (a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 9 contracts

Samples: Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement (Capital Product Partners L.P.)

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Contracts and Agreements. Other than the Charter, Charter A and the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “ContractsContracts A”), there are no material contracts or agreements, written or oral, to which the Vessel A Owning Subsidiary is a party or by which any of its the assets of the Vessel A Owning Subsidiary are bound. (a) Each of the Contracts A is a valid and binding agreement of the Vessel A Owning Subsidiary, or binding the assets of the Vessel A Owning Subsidiary, and to the best knowledge of the SellerCMTC, of all other parties thereto; (b) The Vessel A Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts A, as applicable, to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel A Owning SubsidiarySubsidiary under any of the Contracts A, as applicable,, or to the best knowledge of the SellerCMTC, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel A Owning Subsidiary under any of the Contracts A nor, to the best knowledge of the SellerCMTC, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.Contracts A.

Appears in 4 contracts

Samples: Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement

Contracts and Agreements. Other than the Charter, Charter and the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound. (a) Each of the Contracts and the Shipbuilding Contract is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts and the Shipbuilding Contract to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts or the Shipbuilding Contract on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts or the Shipbuilding Contract nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 4 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement

Contracts and Agreements. Other than the Charter, Charter and the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no material contracts or agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound. (a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning Subsidiary, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 3 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Capital Product Partners L.P.), Share Purchase Agreement (Capital Product Partners L.P.)

Contracts and Agreements. Other than the Charter, the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no All material contracts or and agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound, including the Resale Contract and the Charter (the “Contracts”), have been disclosed to the Buyer. No other contracts will be entered into by the Vessel Owning Subsidiary prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning SubsidiaryContracts, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 2 contracts

Samples: Share Purchase Agreement (Navios Maritime Partners L.P.), Share Purchase Agreement (Navios Maritime Partners L.P.)

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Contracts and Agreements. Other than the Charter, the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no All material contracts or and agreements, written or oral, to which the Vessel Owning Subsidiary is a party or by which any of its assets are bound, including the Charter (the “Contracts”), have been disclosed to the Buyer. No other contracts will be entered into by the Vessel Owning Subsidiary prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning SubsidiaryContracts, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 2 contracts

Samples: Share Purchase Agreement (Navios Maritime Midstream Partners LP), Share Purchase Agreement (Navios Maritime Partners L.P.)

Contracts and Agreements. Other As of the date hereof, other than the Charter, the Amendment to Charter and the Management Agreement and the Shipbuilding Contract (together, the “Applicable Contracts”), there are no material contracts or agreements, written or oral, Contracts to which the Vessel Owning Subsidiary is a party or by which any of its the assets of the Vessel Owning Subsidiary are boundbound or are expected to be bound and no other Contracts will be entered into by the Vessel Owning Subsidiary prior to the Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld. (a) Each of the Applicable Contracts is a valid and binding agreement of the Vessel Owning Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its Applicable Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning SubsidiarySubsidiary under any of the Applicable Contracts, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subsidiary under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Applicable Contracts.

Appears in 1 contract

Samples: Share Purchase Agreement (Crude Carriers Corp.)

Contracts and Agreements. Other than the Charter, the Amendment to the Management Agreement and the Shipbuilding Contract (together, the “Contracts”), there are no All material contracts or and agreements, written or oral, to which the Vessel Owning a Subject Subsidiary is a party or by which any of its assets are bound, including its Charter (the “Contracts”), have been disclosed to the Buyer. No other contracts will be entered into by any Subject Subsidiary prior to the last Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts to which any Subject Subsidiary is a party is a valid and binding agreement of the Vessel Owning Subject Subsidiary, and to the best knowledge of the Seller, of all other parties thereto; (b) The Vessel Owning Each Subject Subsidiary has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof and has not waived any material rights thereunder, including payment in full of the purchase price for the Vessel, together with any other payments of the Vessel Owning Subsidiary due thereunder; and (c) There has not occurred any material default under any of the Contracts on the part of the Vessel Owning SubsidiarySubject Subsidiary party thereto, or to the best knowledge of the Seller, on the part of any other party thereto nor has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Vessel Owning Subject Subsidiary party thereto under any of the Contracts nor, to the best knowledge of the Seller, has any event occurred which that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any other party to any of the Contracts.

Appears in 1 contract

Samples: Share Purchase Agreement (Navios Maritime Containers Inc.)

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