Dropdown. To the Knowledge of the Dominion Parties, as of the date hereof, all representations and warranties set forth in the Contribution Agreement are true and correct in all material respects.
Dropdown. NEIC agrees to transfer all of its operating assets, -------- subject to all of its liabilities (other than any liabilities arising under registration rights agreements), to NEICOP on December 29, 1997, or on such other date as the parties may agree, in exchange for NEICOP GP Units such that NEIC will own a number of NEICOP Units equal to the number of NEIC Units then outstanding (the "Dropdown"). NEICOP agrees -------- to assume all of NEIC's liabilities at such time (other than any liabilities arising under registration rights agreements) and to issue such NEICOP GP Units to NEIC at such time pursuant to the NEICOP Partnership Agreement.
Dropdown. (a) Notwithstanding the provisions of Clause 29.1, upon the occurrence of a Dropdown:
(i) the Affected Borrower to which such Dropdown relates shall automatically cease to be joint and severally liable for the obligations of any Borrower which is not an Affected Borrower, and shall become joint and severally liable for the obligations under Clause 6 (Repayment and Prepayment), Clause 7 (Default Interest), Clause 8.9 (Mandatory Prepayment), Clause 5 (Interest), Clause 21.2 (Break Costs) and Clause 24.1 (Increased costs) (together, the “Affected Clauses”) in relation to the Tranche(s) financing the Ship(s) of the other Affected Borrower(s);
(ii) each of the Borrowers other than any Affected Borrower shall be automatically released from their obligations under the Affected Clauses in relation to the Tranche(s) financing the Ship(s) of the Affected Borrower(s); and
(iii) such Affected Borrower shall be automatically released from its obligations under the Affected Clauses in relation to each of the Tranche(s) which are not financing the Ship(s) of the Affected Borrower(s).
(b) Where this Agreement provides for any payment other than under the Affected Clauses (any such payment being an “Unscheduled Amount”) and save as contemplated in Clause 21.1 (Indemnities regarding borrowing and repayment of Loan) and Clause 22.2 (Grossing-up for taxes), the Affected Borrower(s) shall be joint and severally liable for a pro-rata share of such Unscheduled Amount corresponding to the Relevant Proportion. For the purposes of claiming any such Unscheduled Amount, a demand made upon the Borrowers for the full amount of the Unscheduled Amount shall be deemed to be a demand served on each Borrower (including on any Affected Borrower in the Relevant Proportion of such Unscheduled Amount) for the amount of such Unscheduled Amount for which each such Borrower is liable.
(c) This Clause shall not relieve the Borrowers or any other Security Parties from:
(i) the consequences of the Borrowers (or any of them) failing to meet their respective obligations under the Affected Clauses at any time; or
(ii) any claim or demand made by any Finance Party on an Affected Borrower (or any other Security Party in relation to such claim or demand) prior to the Dropdown relating to such Affected Borrower.
Dropdown. Notwithstanding the provisions of Clause 29.1, upon the occurrence of a Dropdown:
Dropdown. The following are the documents referred to in Clause 4.9(b) in connection with a Dropdown.
