Common use of Related Agreements and Parties Clause in Contracts

Related Agreements and Parties. Owner represents and warrants that: (a) subject to section 23.1(b) and subject also to Owner’s right (on the terms of this Charter, and particularly Clause 4.10(c)) to arrange a lease financing for the Vessel that would or may involve ownership of the Vessel by a Lessor, Owner shall have full and marketable title to the Vessel at the Delivery Date; (b) on or prior to the Effective Date, Owner Guarantor shall have executed and delivered the Owner Guarantee as a deed; (c) Owner and Manager shall execute the Management Agreement; (d) Owner shall enter into the Supervision Agreement; (e) there are no Permitted Encumbrances as of the date hereof; (f) all other material contracts shall be in effect prior to the Delivery Date as may be necessary in order for Owner to perform fully its obligations hereunder; (g) all of the above-referenced documents are and shall remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, and with no defaults thereunder nor amendments thereto having any adverse effect on Charterer’s rights hereunder; (h) on or prior to the Effective Date, all filings, consents and approvals required for Owner to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Charterer; and (i) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Owner is a party or by which it or the Vessel is bound, or constitutes or will constitute a default under any provision thereof. Owner undertakes to use reasonable endeavors to procure that all parties to the above-referenced agreements, and parties to all Permitted Encumbrances, take all necessary steps to perform their obligations under such agreements. Owner shall deliver to Charterer at Charterer’s request copies of documentation showing and analyzing all amendments to the agreements and instruments referred to above. Owner shall ensure that no amendment, supplement or other change which could have a material adverse effect on Charterer shall be made to any agreement or other instrument referred to in this section 4.11 without the prior approval of Charterer.

Appears in 2 contracts

Samples: LNG Vessel Time Charter Party (Exmar Energy Partners LP), LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)

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Related Agreements and Parties. Owner represents and warrants that: (a) subject to section 23.1(b) and subject also to Owner’s right (on the terms of this Charter, and particularly Clause 4.10(c)) to arrange a lease financing for the Vessel that would or may involve ownership of the Vessel by a Lessor, Owner shall have full and marketable title to the Vessel at the Delivery Date; (b) on or prior to the Effective Date, Owner Guarantor shall have executed and delivered the Owner Guarantee as a deed; (c) Owner and Manager shall execute the Management Agreement; (d) Owner shall enter into the Supervision Agreement; (e) there are no Permitted Encumbrances as of the date hereof; (f) all other material contracts shall be in effect prior to the Delivery Date as may be necessary in order for Owner to perform fully its obligations hereunder; (g) all of the above-referenced documents are and shall remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, and with no defaults thereunder nor amendments thereto having any adverse effect on Charterer’s rights hereunder; (h) on or prior to the Effective Date, all filings, consents and approvals required for Owner to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Charterer; and (i) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Owner is a party or by which it or the Vessel is bound, or constitutes or will constitute a default under any provision thereof. Owner undertakes to use reasonable endeavors endeavours to procure that all parties to the above-referenced agreements, and parties to all Permitted Encumbrances, take all necessary steps to perform their obligations under such agreements. Owner shall deliver to Charterer at Charterer’s request copies of documentation showing and analyzing analysing all amendments to the agreements and instruments referred to above. Owner shall ensure that no amendment, supplement or other change which could have a material adverse effect on Charterer shall be made to any agreement or other instrument referred to in this section 4.11 without the prior approval of Charterer.

Appears in 2 contracts

Samples: LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP), LNG Regassification Vessel Time Charter Party (Exmar Energy Partners LP)

Related Agreements and Parties. Owner represents and warrants that: (ai) subject to section 23.1(b) and subject also to Owner’s right (on the terms of this Charter, and particularly Clause 4.10(c)) to arrange a lease financing for the Vessel that would or may involve ownership of the Vessel by a Lessor, Owner shall have full and marketable title to the Vessel at the Delivery DateDate and throughout the Term; (b) on or prior to the Effective Date, Owner Guarantor shall have executed and delivered the Owner Guarantee as a deed; (c) Owner and Manager shall execute the Management Agreement; (d) Owner shall enter into the Supervision Agreement; (eii) there are no encumbrances other than Permitted Encumbrances as of the date hereof; (fiii) all other material supervision contracts and management contracts shall be in effect prior to the Delivery Date as may be necessary in order for Owner to perform fully its obligations hereunder; Execution version re Hull 1689 (iv) the Owner’s Guarantors under the Owner’s Guarantee have executed and delivered the Owner’s Guarantee as a deed; (gv) all of the above-referenced documents are and shall remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, and with no defaults thereunder nor amendments thereto having any adverse effect on Charterer’s rights hereunder; (hvi) on or prior to the Effective Date, all filings, consents and approvals required for Owner to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Charterer; and (ivii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Owner is a party or by which it or the Vessel is bound, or constitutes or will constitute a default under any provision thereof. Owner undertakes to use reasonable endeavors to procure that all parties to the above-referenced agreements, and parties to all Permitted Encumbrances, take all necessary steps to perform their obligations under such agreements. Owner shall deliver to Charterer at Charterer’s request copies of documentation showing and analyzing all amendments to the agreements and instruments referred to above. Owner shall ensure that no amendment, supplement or other change which could have a material adverse effect on Charterer shall be made to any agreement or other instrument referred to in this section 4.11 without the prior approval of Charterer.

Appears in 1 contract

Samples: Time Charterparty (Hoegh LNG Partners LP)

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Related Agreements and Parties. Owner represents and warrants that: (ai) subject to section 23.1(b) and subject also to Owner’s right (on the terms of this Charter, and particularly Clause 4.10(c)) to arrange a lease financing for the Vessel that would or may involve ownership of the Vessel by a Lessor, Owner shall have full and marketable title to the Vessel at the Delivery DateDate and throughout the Term; (b) on or prior to the Effective Date, Owner Guarantor shall have executed and delivered the Owner Guarantee as a deed; (c) Owner and Manager shall execute the Management Agreement; (d) Owner shall enter into the Supervision Agreement; (eii) there are no encumbrances other than Permitted Encumbrances as of the date hereof; (fiii) all other material supervision contracts and management contracts shall be in effect prior to the Delivery Date as may be necessary in order for Owner to perform fully its obligations hereunder; (giv) the Owner’s Guarantors under the Owner’s Guarantee have executed and delivered the Owner’s Guarantee as a deed; (v) all of the above-referenced documents are and shall remain legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, and with no defaults thereunder nor amendments thereto having any adverse effect on Charterer’s rights hereunder; (hvi) on or prior to the Effective Date, all filings, consents and approvals required for Owner to perform its obligations hereunder have been obtained and true copies thereof have been delivered to Charterer; and (ivii) neither the execution, delivery nor performance of this Charter, nor the consummation of any action contemplated herein conflicts or will conflict with or results or will result in a breach of any provision of Owner’s constitutive instruments or any law, judgment, order, decree, rule or regulation of any court, administrative agency or other instrumentality of any governmental authority or of any other agreement or instrument to which Owner is a party or by which it or the Vessel is bound, or constitutes or will constitute a default under any provision thereof. Owner undertakes to use reasonable endeavors to procure that all parties to the above-referenced agreements, and parties to all Permitted Encumbrances, take all necessary steps to perform their obligations under such agreements. Owner shall deliver to Charterer at Charterer’s request copies of documentation showing and analyzing all amendments to the agreements and instruments referred to above. Owner shall ensure that no amendment, supplement or other change which could have a material adverse effect on Charterer shall be made to any agreement or other instrument referred to in this section 4.11 without the prior approval of Charterer.

Appears in 1 contract

Samples: Time Charterparty (Hoegh LNG Partners LP)

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