Management - Buyer Mortgaged Vessels Sample Clauses

Management - Buyer Mortgaged Vessels. For any Buyer Mortgaged Vessel, each Seller shall enter into a management agreement with a creditworthy management company within the Sellers’ Group for the technical management and commercial management (excluding chartering) of such Buyer Mortgaged Vessel. The Buyer Guarantor will be a named third party beneficiary of such management agreement. Unless otherwise agreed between the Parties, the provision of such management services will continue at the Buyers’s option until the later to occur of (a) 6 months from the delivery of the relevant Vessel under the relevant MoA and (b) the Extended Transition Period. To the extent any Employee associated with a Buyer Mortgaged Vessels is transferred to and employed by any Buyer at Closing, the Parties shall enter into a crewing agreement and employee transition services agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Transition Period and, if applicable, the Extended Transition Period. Management shall be conducted at the Agreed Commercial Terms.
Sample 1
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Management - Buyer Mortgaged Vessels. For any Buyer Mortgaged Vessel, each Seller shall either itself or shall cause another creditworthy member of the Sellers’ Group to enter into with the Buyer Guarantor or any Buyer designated by the Buyer Guarantor prior to Closing but conditioned on Closing (i) a Management Agreement for the technical and commercial management (excluding chartering) of such Buyer Mortgaged Vessel and (ii) a Crewing Agreement for the crewing and payroll of the Buyer Mortgaged Vessel. Unless otherwise agreed between the Parties, (i) the provision of services under such Management Agreement will continue at the Buyers’s option until the end of the Extended Management Period and (ii) the Crewing Agreement will continue until the end of the Crewing Period; provided that, the Crewing Period for an Australian Vessel shall be as set forth in the Australian Crewing Agreement. The Sellers’ Group shall be compensated at the Agreed Commercial Terms for their management services under the Management Agreement and the Crewing Agreement. To the extent any Employee associated with a Buyer Mortgaged Vessel is transferred to and employed by any Buyer at Closing, the Parties shall enter into a Secondment Agreement permitting the Manager under the Management Agreement to use of the applicable Employees during the Management Period and, if applicable, the Extended Management Period.” 2.8 The second paragraph of clause 4.8 of the Original Agreement is hereby amended is hereby amended to read in its entirety as follows: “Sellers agree that the Buyers may retain the current names of the Vessels, including the word “Nxxxxxx”, after the Closing for Vessels until 10 days from (a) with respect to each Unchartered Vessel and each Unrestricted Vessel, the end of the Management Period and (b) with respect to each Unassigned Charter Vessel and each Buyer Mortgaged Vessel, the end of Extended Management Period, as applicable (the applicable date for each Vessel, the “Change Date”). Seller's funnel marks and other marks shall be changed by the applicable Change Date. To the extent any of the name, funnel marking or other marks are not changed within the time limits as aforesaid, the Buyers shall pay to the Sellers liquidated damages in the amount of USD $5,000 per day for each Vessel where the changes have not been done.” 2.9 The second paragraph of clause 5.1 of the Original Agreement is hereby amended by adding the following sentences at the end of that paragraph: “The Sellers shall provide the Buyers w...
Sample 1

Related to Management - Buyer Mortgaged Vessels

  • Mortgaged Property Undamaged The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;

  • Entry on Mortgaged Property Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

  • Mortgaged Properties No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

  • Mortgaged Property Undamaged; No Condemnation Proceedings There is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended and each Mortgaged Property is in good repair. There have not been any condemnation proceedings with respect to the Mortgaged Property and the Seller has no knowledge of any such proceedings in the future;

  • Releases of Mortgaged Properties No Mortgage Note or Mortgage requires the mortgagee to release all or any material portion of the related Mortgaged Property from the lien of the related Mortgage except upon (i) payment in full of all amounts due under the related Mortgage Loan or (ii) delivery of "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), in connection with a defeasance of the related Mortgage Loan; provided that the Mortgage Loans that are Crossed Loans, and the other individual Mortgage Loans secured by multiple parcels, may require the respective mortgagee(s) to grant releases of portions of the related Mortgaged Property or the release of one or more related Mortgaged Properties upon (i) the satisfaction of certain legal and underwriting requirements or (ii) the payment of a release price in connection therewith; and provided, further, that certain Crossed Groups or individual Mortgage Loans secured by multiple parcels may permit the related Mortgagor to obtain the release of one or more of the related Mortgaged Properties by substituting comparable real estate property, subject to, among other conditions precedent, receipt of confirmation from each Rating Agency that such release and substitution will not result in a qualification, downgrade or withdrawal of any of its then-current ratings of the Certificates; and provided, further, that any Mortgage Loan may permit the unconditional release of one or more unimproved parcels of land to which the Seller did not give any material value in underwriting the Mortgage Loan.

  • Type of Mortgaged Property With respect to a Mortgage Loan that is not a Co-op Loan and is not secured by an interest in a leasehold estate, the Mortgaged Property is a fee simple estate that consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual residential condominium unit in a condominium project, or an individual unit in a planned unit development (or, with respect to each Co-op Loan, an individual unit in a residential cooperative housing corporation); provided, however, that any condominium unit, planned unit development or residential cooperative housing corporation shall conform with the Underwriting Guidelines. No portion of the Mortgaged Property (or underlying Mortgaged Property, in the case of a Co-op Loan) is used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes. None of the Mortgaged Properties are Manufactured Homes, log homes, mobile homes, geodesic domes or other unique property types. This representation and warranty is a Deemed Material and Adverse Representation;;

  • Mortgaged Property The real property securing repayment of the debt evidenced by a Mortgage Note.

  • Property Mortgaged Borrower does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Lender, and grant a security interest to Lender in, the following property, rights, interests and estates now owned, or hereafter acquired by Borrower (collectively, the "Property"):

  • Location and Type of Mortgaged Property The Mortgaged Property is a fee simple property located in the state identified in the related Mortgage Loan Schedule, except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the Mortgaged Property may be a leasehold estate, and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual residential condominium unit in a condominium project, or an individual unit in a planned unit development and that no residence or dwelling is a mobile home; provided, however, that any condominium unit or planned unit development shall not fall within any of the "Ineligible Projects" of part XII, Section 102 of the Fannie Mae Selling Guide and shall conform with the Underwriting Guidelxxxx. In the case of any Mortgaged Properties that are manufactured homes (a "Manufactured Home Mortgage Loans"), (i) such Manufactured Home Mortgage Loan conforms with the applicable Fannie Mae or Freddie Mac requirements regarding mortgage loans related xx xxnxxxcturxx xxxxlings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and the related land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Home Mortgage Loan is (x) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended, and (y) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes;

  • Occupancy of the Mortgaged Property As of the related Closing Date the Mortgaged Property is lawfully occupied under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. The Mortgagor represented at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's primary residence;

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