Common use of Contracts and Agreements Clause in Contracts

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries is a party or by which any of their assets are bound, including the Charter and the Lease Agreement (the “Contracts”), have been disclosed to the Buyer. No other contracts will be entered into by any of the Subsidiaries 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 applicable Subsidiary enforceable against such Subsidiary in accordance with its terms, and to the knowledge of the Seller Entities, each of the Contracts is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms; (b) Each of the Subsidiaries 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; and (c) There has not occurred any material default on the part of any Subsidiary under any of the Contracts, or to the knowledge of the Seller Entities, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary under any of the Contracts nor, to the knowledge of the Seller Entities, has any event occurred 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.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any either of the Subsidiaries is a party or by which any of their assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except as otherwise contemplated herein, no other contracts will be entered into by any of the Subsidiaries either 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 Material Agreements is a valid and binding agreement of the applicable Subsidiary enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof pursuant to the Material Agreements and neither Subsidiary has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any either Subsidiary under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any either Subsidiary under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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 ContractsMaterial Agreements.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries Igloo Corp is a party or by which any of their its assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except for the Swap and as otherwise contemplated herein, no other contracts will be entered into by any of the Subsidiaries Igloo Corp prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts Material Agreements is a valid and binding agreement of the applicable Subsidiary Igloo Corp enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries Igloo Corp has fulfilled all material obligations required pursuant to its Contracts the Material Agreements to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any Subsidiary Igloo Corp under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary Igloo Corp under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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 ContractsMaterial Agreements.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Transferred Subsidiaries is a party or by which any of their its assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except as otherwise contemplated herein, no other contracts will be entered into by any of the Transferred Subsidiaries prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each As of the Contracts is Closing Date, each of the Material Agreements will be a valid and binding agreement of the applicable Subsidiary Sellers and the Transferred Subsidiaries party thereto, as applicable, enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSellers, each of the Contracts is Material Agreement will be a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by the Enforceability Exceptions; (b) Each As of the Closing Date, each of the Sellers and the Transferred Subsidiaries has will have fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof Closing Date pursuant to the Material Agreements, and has not none of the Sellers or any of the Transferred Subsidiaries will have waived any material rights thereunder; and (c) There has not occurred any material default on the part of the Sellers or any Subsidiary of the Transferred Subsidiaries under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSellers, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of the Sellers or any Subsidiary of the Transferred Subsidiaries under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSellers, has any event occurred 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 ContractsMaterial Agreements.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries Tundra Corp is a party or by which any of their its assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except as otherwise contemplated herein, no other contracts will be entered into by any of the Subsidiaries Tundra Corp prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts Material Agreements is a valid and binding agreement of the applicable Subsidiary Tundra Corp enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries Tundra Corp has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof pursuant to the Material Agreements, and Tundra Corp has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any Subsidiary Tundra Corp under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary Tundra Corp under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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 ContractsMaterial Agreements.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any either of the Subsidiaries is a party or by which any of their assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except as otherwise contemplated herein, no other US 3181836v.1 contracts will be entered into by any of the Subsidiaries either 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 Material Agreements is a valid and binding agreement of the applicable Subsidiary enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof pursuant to the Material Agreements and neither Subsidiary has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any either Subsidiary under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any either Subsidiary under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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 ContractsMaterial Agreements.

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries Igloo Corp is a party or by which any of their its assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except for the Swap and as otherwise contemplated herein, no other contracts will be entered into by any of the Subsidiaries Igloo Corp prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts Material Agreements is a valid and binding agreement of the applicable Subsidiary Igloo Corp enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries Igloo Corp has fulfilled all material obligations required pursuant to its Contracts the Material Agreements to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any Subsidiary Igloo Corp under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary Igloo Corp under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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.Material Agreements. US 2157574v.6

Contracts and Agreements. All material contracts and agreements, written or oral, to which any of the Subsidiaries Tundra Corp is a party or by which any of their its assets are bound, including the Charter and the Lease Agreement Contracts (the “ContractsMaterial Agreements”), have been disclosed to the Buyer. No Except as otherwise contemplated herein, no other contracts will be entered into by any of the Subsidiaries Tundra Corp prior to the Closing Date without the prior consent of the Buyer (such consent not to be unreasonably withheld). (a) Each of the Contracts Material Agreements is a valid and binding agreement of the applicable Subsidiary Tundra Corp enforceable against such Subsidiary it in accordance with its terms, and to the knowledge of the Seller EntitiesSeller, each of the Contracts Material Agreement is a valid and binding agreement of all other parties thereto enforceable against such US 4004860v.13 parties in accordance with their terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (b) Each of the Subsidiaries Tundra Corp has fulfilled all material obligations required pursuant to its Contracts to have been performed by it prior to the date hereof pursuant to the Material Agreements, and Tundra Corp has not waived any material rights thereunder; and (c) There has not occurred any material default on the part of any Subsidiary Tundra Corp under any of the ContractsMaterial Agreements, or to the knowledge of the Seller EntitiesSeller, on the part of any other party thereto, nor has any event occurred that with the giving of notice or the lapse of time, or both, would constitute any material default on the part of any Subsidiary Tundra Corp under any of the Contracts Material Agreements nor, to the knowledge of the Seller EntitiesSeller, has any event occurred 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 ContractsMaterial Agreements.