MARAD Approval Sample Clauses

MARAD Approval. All insurance certificates submitted in sections 1 and 2 to MARAD shall include the name of the Obsolete Vessel being insured. Insurance certificates shall be submitted to the COTR and approved by the Division of Marine Insurance. Insurance certificates required in Section 1 shall be due to the COTR not later than 10 days after contract award. Towers insurance required in section 2 shall be due to the COTR and shall be approved by Division of Marine Insurance not later than five (5) days prior to the departure of the Obsolete Vessel from the Reserve Fleet. Any delay or additional costs of the tow resulting from non-compliance with the required insurance requirements shall be the responsibility of the Buyer. Said certificates shall be subject to the approval of the Division of Marine Insurance, Maritime Administration, and will contain thirty (30) calendar days advance notice of cancellation (without disclaimer) or of any non-renewal which is the option of the insurer, said notice to be provided to the U.S. Department of Transportation, Maritime Administration, Office of Marine Insurance, MAR-780, 0000 Xxx Xxxxxx Xxxxxx, XX, X00-000, Xxxxxxxxxx, XX 00000.
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MARAD Approval. The Perforadora Parties shall use their best efforts to obtain the consent and approval of The United States of America, acting by and through the Secretary of Transportation, represented by the Maritime Administrator (the "MARITIME ADMINISTRATOR"), as soon as practicable, to (a) the assumption by Tonala Delaware of the obligations under the Title XI Bonds and the Title XI Documents upon the transfer of ownership of the Rig to Tonala Delaware as contemplated hereby and (b) the release of any liability of all other parties with respect thereto upon such assumption such that Tonala Delaware shall be the sole obligor under the Title XI Documents (such consent and approval being referred to herein as "MARAD APPROVAL"), such approval to be satisfactory to the Perforadora Parties and Chiles. Such best efforts obligation includes, without limitation, xxx xxeparation of documentation with respect to the Intermediate Transactions for the review by the Maritime Administrator (or its designee) and consent of the Maritime Administrator thereto, obtaining the consent of all other parties required in connection therewith and the provision to the Maritime Administrator (or its designee) of such other documents and information that may be requested thereby. Chiles shall cooperate and provide assistance to the Perforadora Paxxxxx in connection therewith and agrees that, to the extent the Maritime Administrator requires Tonala Delaware to comply with the financial requirements of Section 8(b) of the Title XI Reserve Fund and Financial Agreement (I.E., positive working capital, long-term debt to equity ratio not to exceed two to one, and minimum net worth of $43,575,031), Chiles will cause Tonala Delaware to comply with such requirements xx xxx Effective Date and provide evidence thereof to the Maritime Administrator in connection with the completion of the Merger.
Sample 1
MARAD Approval. Seller shall have delivered to Buyer from the U.S. Maritime Administration either written advice that Section 37 of the Shipping Act, 1916 (46 U.S.C. App. 835) is not operative as of the Closing Date or written approval under such statute of the transactions contemplated by this Agreement.
Sample 1
MARAD Approval. The Agent shall have received copies of MARAD documentation approving the increase in the Line of Credit and the amendment to the 900 Foot Floating Drydock Mortgage reflecting such increase.
Sample 1
MARAD Approval. The following actions shall be subject to approval by MARAD: (a) Any merger or consolidation of the Company pursuant to Section 2.07. (b) Any change in Articles III (Members; Membership Interests), V (Allocations and Distributions), VI (Management and Operation), X (Resignation, Bankruptcy, etc.) and XI (Dissolution, Liquidation, and Termination). (c) Any change in Schedule A, Members and Sharing Ratios, to add a Member not a U.S. citizen entity or to increase the percentage of Sharing Ratio for non-citizen entities. (d) Any change in Schedule B, Unanimous Consent.
Sample 1
MARAD Approval. On or prior to the Closing Date, the Initial Purchasers shall have received all consents, approvals, authorizations or other orders of or registration or filing with the MarAd required or, in the reasonable judgment of Banc of America Securities LLC, advisable in connection with the Recapitalization, including either (i) a confirmation by MarAd that upon completion of the Recapitalization and receipt of executed Supplemental Affidavits of U.S. Citizenship of American Seafoods L.P., ASC Management, Inc. and Holdings, MarAd will issue a renewed determination that each of the vessel owing companies of Group set forth in Schedule E hereto (the "Vessel Owning ---------- Companies") (a) is qualified as a United States Citizen within the meaning of Section 2(c) of the Shipping Act, 1916 and (b) is eligible to document its corresponding vessel with a fishery endorsement under the new requirements of 46 U.S.C. (S) 12102(c) which became effective on October 1, 2001 ((a) and (b) shall be collectively referred to herein as a "Favorable MarAd Determination") and the favorable opinion of Xxxxxxx Xxxxx Xxxxx & Rouvelas Xxxxx LLP, regulatory counsel for the Companies and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit E hereto or (ii), in the event MarAd has not delivered a Favorable MarAd Determination on or prior to the Closing Date, the favorable opinion of Xxxxxxx Xxxxx Xxxxx & Rouvelas Xxxxx LLP, regulatory counsel for the Companies and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit F hereto (it being understood and agreed that (i) the affidavits supporting opinion 4 in Exhibit F shall be substantially identical to the affidavits supporting the opinion delivered by Xxxxxxx Xxxxx Xxxxx & Rouvelas Xxxxx LLP to the Initial Purchasers on April 2, 2002 (the "Pre-Pricing Opinion") and (2) any affidavits in the Pre-Pricing Opinion that were delivered in draft form shall be executed, in the same form, on the Closing Date).
Sample 1
MARAD Approval. Purchaser has received written approval of the United States Maritime Administration (“MARAD”) to the sale of the Vessel by Wxxxxxxx to Purchaser, and to the charter or lease-back of the Vessel to Wxxxxxxx, under the terms of this Agreement and the Charter;
Sample 1
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Related to MARAD Approval

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • Required Approval Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Agent was not liable by reason of Disqualifying Conduct (including, but not limited to, dismissal of either a court action or an administrative proceeding against the Agent for insufficiency of evidence of any Disqualifying Conduct) or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Agent was not liable by reason of Disqualifying Conduct, by (1) the vote of a majority of a quorum of the Trustees who are not (x) “interested persons” of the Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to the proceeding, or (z) parties who have any economic or other interest in connection with such specific case (the “disinterested, non-party Trustees”); or (2) by independent legal counsel in a written opinion.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

  • Required Approvals and Consents (a) All action required by law and otherwise to be taken by the directors and stockholders of the Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken. (b) All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and the Company will have received copies thereof.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Antitrust Approval (a) Each Party agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, the other Transaction Agreements and the Rights Offering Sub-Plan, including (i) if applicable, filing, or causing to be filed, the Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission and any filings under any other Antitrust Laws that are necessary to consummate and make effective the transactions contemplated by this Agreement as soon as reasonably practicable following the date on which the Approval Order is entered and (ii) promptly furnishing documents or information requested by any Antitrust Authority. (b) The Company and each Investor subject to an obligation pursuant to the Antitrust Laws to notify any transaction contemplated by this Agreement, the Rights Offering Sub-Plan or the Transaction Agreements that has notified the Company in writing of such obligation (each such Investor, a “Filing Party”) agree to reasonably cooperate with each other as to the appropriate time of filing such notification and its content. The Company and each Filing Party shall, to the extent permitted by applicable Law: (i) promptly notify each other of, and if in writing, furnish each other with copies of (or, in the case of material oral communications, advise each other orally of) any communications from or with an Antitrust Authority; (ii) not participate in any meeting with an Antitrust Authority unless it consults with each other Filing Party and the Company, as applicable, in advance and, to the extent permitted by the Antitrust Authority and applicable Law, give each other Filing Party and the Company, as applicable, a reasonable opportunity to attend and participate thereat; (iii) furnish each other Filing Party and the Company, as applicable, with copies of all correspondence, filings and communications between such Filing Party or the Company and the Antitrust Authority; (iv) furnish each other Filing Party with such necessary information and reasonable assistance as may be reasonably necessary in connection with the preparation of necessary filings or submission of information to the Antitrust Authority; and (v) not withdraw its filing, if any, under the HSR Act without the prior written consent of Requisite Investors and the Company. (c) Should a Filing Party be subject to an obligation under the Antitrust Laws to jointly notify with one or more other Filing Parties (each, a “Joint Filing Party”) a transaction contemplated by this Agreement, the Rights Offering Sub-Plan or the Transaction Agreements, such Joint Filing Party shall promptly notify each other Joint Filing Party of, and if in writing, furnish each other Joint Filing Party with copies of (or, in the case of material oral communications, advise each other Joint Filing Party orally of) any communications from or with an Antitrust Authority. (d) The Company and each Filing Party shall use commercially reasonable efforts to cause the waiting periods under the applicable Antitrust Laws to terminate or expire at the earliest possible date after the date of filing. The communications contemplated by this Section 7.15 may be made by the Company or a Filing Party on an outside counsel-only basis or subject to other agreed upon confidentiality safeguards. The obligations in this Section 7.15 shall not apply to filings, correspondence, communications or meetings with Antitrust Authorities unrelated to the transactions contemplated by this Agreement, the Rights Offering Sub-Plan and the Transaction Agreements. (e) Notwithstanding anything in this Agreement to the contrary, nothing shall require the Company, any Investor or any of their respective Affiliates to (i) dispose of, license or hold separate any of its or its Subsidiaries’ or Affiliates’ assets or the Company’s or its Subsidiaries’ assets, (ii) limit its freedom of action with respect to any of its or its Subsidiaries’ businesses, the Company’s or its Subsidiaries’ businesses or make any other behavioral commitments, (iii) divest any of its Subsidiaries, its Affiliates or any of the Company’s Subsidiaries, or (iv) commit or agree to any of the foregoing. Without the prior written consent of Requisite Investors (such consent not to be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall commit or agree to (i) dispose of, license or hold separate any of its assets or (ii) limit its freedom of action with respect to any of its businesses or commit or agree to any of the foregoing, in each case, in order to secure any necessary consent or approvals for the transactions contemplated hereby under the Antitrust Laws. Notwithstanding anything to the contrary herein, neither the Investors, nor any of their Affiliates, nor the Company or any of its Subsidiaries, shall be required as a result of this Agreement, to initiate any legal action against, or defend any litigation brought by, the United States Department of Justice, the United States Federal Trade Commission, or any other Governmental Entity in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or materially delaying the transactions contemplated hereby, or which may require any undertaking or condition set forth in the preceding sentence.

  • FERC Approval Notwithstanding any other provision of this Appendix 2, no termination hereunder shall become effective until the Interconnected Entities and/or Transmission Provider have complied with all Applicable Laws and Regulations applicable to such termination, including the filing with the FERC of a notice of termination of the Interconnection Service Agreement, and acceptance of such notice for filing by the FERC.

  • NASDAQ Approval The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either (a) for the pledge by the Pledgor of any Collateral pursuant to this Pledge Agreement or for the execution, delivery, and performance of this Pledge Agreement by the Pledgor, or (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Pledge Agreement, or, except with respect to any Pledged Shares, as may be required in connection with a disposition of such Pledged Shares by laws affecting the offering and sale of securities generally, the remedies in respect of the Collateral pursuant to this Pledge Agreement.

  • Consent and Approval Such Party has sought or obtained, or, in accordance with this Agreement will seek or obtain, each consent, approval, authorization, order, or acceptance by any Governmental Authority in connection with the execution, delivery and performance of this Agreement, and it will provide to any Governmental Authority notice of any actions under this Agreement that are required by Applicable Laws and Regulations.

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