Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement.
(ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect.
(iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date hereof, except where such failure to be in compliance is not resulting or would not reasonably be expected to result in a Material Adverse Effect. The Company and each applicable Subsidiary are qualified to own or lease, as the case ...
Maritime Matters. (a) Schedule 3.17(a) of the Partnership Disclosure Letter sets forth a true, correct and complete list of the vessels owned by the Partnership, or any Partnership Subsidiary or Partnership JV (the vessels required to be scheduled thereon, the “Partnership Vessels”). Vessel certificates for each of the Partnership Vessels which set forth Partnership Vessel information including its name, registered owner, time charter attached to it as of the date hereof (if applicable), its manager, International Maritime Organization number, flag, type, date of the delivery, shipbuilder, depth, capacity (gross tonnage or deadweight tonnage, as specified therein), net tonnage, the pool in which entered (if applicable) and class, along with Transcripts of Registry or Certificates of Ownership and Encumbrance for each Partnership Vessel have been made available to Parent. Each Partnership Vessel is, in all material respects, lawfully documented and registered in the name of its registered owner under the Laws where such vessel is registered and each such vessel and owner of such vessel complies in all material respects with all applicable Laws to which such vessel may be registered.
(b) Each Partnership Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Partnership Adverse Impact. The Partnership or its applicable Partnership Subsidiary or Partnership JV as applicable is qualified to own and operate the Partnership Vessels under applicable Laws, including the Laws of each Partnership Vessel’s flag state, except where such failure to be qualified would not have a Partnership Adverse Impact.
(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (i) each Partnership Vessel (A) is duly registered under the flag set forth in Schedule 3.17(a) of the Partnership Disclosure Letter, (B) is seaworthy and maintained in class, (C) has all national and international operating and trading certificates and endorsements (for the avoidance of doubt such certificates and endorsements may be extended due to delays in the ordinary course as a result of trading patterns, surveyor availability, COVID-19 Measures, drydock availability and/or similar operational matters), that are required for the operation of such Partnership Vessel in the trades and geographic areas in which it is operated, each of which is valid, and (D)...
Maritime Matters. Maritime search and rescue agreement. Signed at Honolulu June 10, 1988; entered into force June 10, 1988. TIAS 11586.
Maritime Matters. Agreement concerning financial arrangements for the furnishing of certain supplies and serv- ices to naval vessels of both countries. Signed at Quito July 8, 1955; entered into force Octo- ber 6, 1955.
Maritime Matters. Agreement for the loan of a US Navy net ten- der to Haiti. Exchange of notes at Port-au- Prince July 8, 1960; entered into force July 8, 1960. 11 UST 1881; TIAS 4534; 380 UNTS 135. Memorandum of understanding for the inter- diction of narcotics trafficking. Signed at Port– au–Prince August 31, 1988; entered into force August 31, 1988. TIAS Agreement concerning cooperation to suppress illicit maritime drug traffic. Signed at Port au Prince October 17, 1997; entered into force September 5, 2002. TIAS Arbitration convention. Signed at Washington January 7, 1909; entered into force November 15, 1909. 36 Stat. 2193; TS 535; 8 Xxxxxx 658. Agreement relating to the establishment of a Peace Corps program in Haiti. Exchange of notes at Port-au-Prince August 12 and 13, 1982; entered into force August 13, 1982. 34 UST 1694; TIAS 10445. International express mail agreement, with de- tailed regulations. Signed at Port au Prince and Washington January 22 and and March 13, 1997; entered into force July 1, 1997. NP Agreement relating to exchange of lands in Haiti. Signed at Port-au-Prince October 19, 1942; entered into force October 19, 1942. 56 Stat. 1784; EAS 283; 8 Xxxxxx 764; 120 LNTS 171.
Maritime Matters. Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement.
Maritime Matters. International convention on standards of training, certification and watch keeping for seafarers, 1978. Done at London July 7, 1978. Entered into force April 28, 1984. Entered into force for the United States October 1, 1991.
Maritime Matters. (a) The name, official number, registered owner, and jurisdiction of registration of each vessel owned by the Company or any of its Subsidiaries (“Owned Vessel”), and each vessel leased, chartered or operated by the Company or any of its Subsidiaries (“Chartered Vessel”) as of the date hereof is set forth, on Schedule 3.9 hereto (the Owned Vessels and Chartered Vessels, collectively, the “Vessels”). Except as set forth on such Schedule, each Owned Vessel and, to the Knowledge of the Company, each Chartered Vessel is operated in material compliance with each Maritime Guideline and all Laws. Each Owned Vessel and, to the Knowledge of the Company, each Chartered Vessel is maintained and operated in material compliance with all applicable Environmental Laws. The Company and its Subsidiaries are qualified to own and operate the Owned Vessels under all applicable Laws (including the Laws of each Vessel’s flag state).
(b) Each Owned Vessel is classed by Lloyd’s Register of Shipping, the American Bureau of Shipping, or a classification society which is a full member of the International Association of Classification Societies (IACS) and is in class and free of outstanding recommendations affecting class with all class and trading certificates valid and unextended through the date hereof.
(c) To the Knowledge of the Company, each Chartered Vessel is classed by Lloyd’s Register of Shipping, the American Bureau of Shipping, or a classification society which is a full member of the International Association of Classification Societies (IACS) and is in class with all class and trading certificates valid through the date hereof.
(d) The Owned Vessels are insured in accordance with the provisions of the respective charters and ship mortgages thereon and the requirements thereof and all requirements and conditions of such insurance have been complied with.
(e) The Chartered Vessels are subject to the charters listed in Schedule 3.9 (the “Vessel Charters”) which are in full force and effect and, to the Company’s Knowledge, there are no material defaults or breaches under any Vessel Charter.
(f) The Owned Vessels are in compliance in all material respects with all current regulations and requirements (statutory or otherwise) applicable to vessels registered under the laws and flag of the respective jurisdictions in which the Owned Vessels are currently registered and the respective jurisdictions to which the Owned Vessels trade.
(g) To the Knowledge of the Company, the Char...
Maritime Matters. Agreement for exemption of merchant vessels from requirements of admeasurement by port authorities. Signed at Caracas February 21, 1957; entered into force February 21, 1957. 8 UST 289; TIAS 3774; 279 UNTS 199. Agreement for the appointment of United States naval officers and personnel to con- stitute a naval mission to Venezuela. Signed at Washington August 23, 1950; entered into force August 23, 1950. 1 UST 573; TIAS 2104; 92 UNTS 341. Extension and amendment: March 31 and April 29, 1959 (10 UST 2120; TIAS 4382; 366 UNTS 392). Agreement for appointment of an Army mis- sion to Venezuela. Signed at Washington Au- gust 10, 1951; entered into force August 10, 1951.
Maritime Matters. (a) Schedule 3.18 sets forth (except as may be noted on such Schedule) a true, correct and complete list of all of the Vessels, including for each Vessel: (i) its name; (ii) its flag state and official number and its International Maritime Organization (IMO) number; (iii) its owner of record; (iv) whether it is owned, leased or chartered, and (v) if it is the subject of a lease or charter, the type of lease or charter and the name of the counterparty. None of the Companies owns, operates, leases or charters any vessels other than the Vessels set forth in Schedule 3.18. With respect to each Vessel that Schedule 3.18 indicates is owned by any of the Companies, the applicable Company has good and valid title to such Vessel, free and clear of all Liens, other than Permitted Liens and the TETRA Liens, which TETRA Liens will be released at Closing.
(b) Except as set forth in Schedule 3.18 none of the Companies lease or charter any Vessels on a bareboat or demise basis from or to third parties. Schedule 3.18 lists all of the Vessels that the Companies time charter from or to third parties, which time charters are valid and in full force and effect in all material respects.
(c) Each of the Vessels that are listed in Schedule 3.18 as being documented under the U.S. flag and owned by any of the Companies (i) was built in the United States, (ii) is eligible for use in the U.S. Coastwise Trade, (iii) is documented as a U.S.-flag vessel and its Certificate of Documentation has a coastwise endorsement and is valid and unexpired, and (iv) since such Vessel has been owned by any Company, as applicable, has never (x) been owned or operated by or sold to any Person, or bareboat or demise or sub-bareboat or demise chartered or other leased on a bareboat or demise basis to any Person, that did not qualify as a U.S. Citizen, (y) been registered under the laws of a foreign country, or (z) been rebuilt foreign, as defined in 46 C.F.R. § 67.177.
(d) None of the Vessels is financed by U.S. Government financing guaranties issued pursuant to Chapter 537 of Title 46 of the United States Code (or its predecessor). None of the Companies maintains, has maintained or has applied for a Construction Reserve Fund or a Capital Construction Fund pursuant to Chapter 533 or Chapter 535 of Title 46 of the United States Code (or their predecessors), respectively.
(e) Each of the applicable Companies maintains valid and unexpired Certificates of Financial Responsibility (Oil Pollution) issued by t...