Common use of Representations and Warranties of Anemos Clause in Contracts

Representations and Warranties of Anemos. Anemos represents and warrants that: (a) The Vessel Owning Subsidiary is a corporation duly incorporated, organized and validly existing in good standing under the laws of the Republic of The Xxxxxxxx Islands and has all requisite power and authority to operate its assets and conduct its business as described in the Registration Statement; (b) The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on its part, and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (c) The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) its or the Vessel Owning Subsidiary’s articles of incorporation or by-laws or other organizational documents; (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it or the Vessel Owning Subsidiary is a party or is subject or by which any of its or the Vessel Owning Subsidiary’s assets or properties may be bound; (iii) any applicable Law; or (iv) any charter or shipbuilding contract to which the Vessel Owning Subsidiary is a party or any material provision of any material contract to which it or the Vessel Owning Subsidiary is a party or by which its or the Vessel Owning Subsidiary’s properties are bound; (d) Except as have already been obtained, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person, including those related to any environmental laws or regulations, is required in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereunder, and any consents required for the transfer or assignment of the charters and shipbuilding contracts related to the vessel owned by the Vessel Owning Subsidiary set forth on Schedule A to this Agreement (the “Vessel”) have been duly obtained; (e) All of the issued and outstanding shares of capital stock of the Vessel Owning Subsidiary are duly authorized and validly issued in accordance with the articles of incorporation and by-laws of the Vessel Owning Subsidiary and are fully paid and nonassessable; (f) Anemos owns all of the outstanding shares of capital stock of the Vessel Owning Subsidiary and has good and marketable title thereto, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims; the Vessel Owning Subsidiary owns the Vessel set forth opposite its name on Schedule A hereto with good and marketable title, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims, other than those arising under the Bank Credit Facility; (g) There is no agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person other than the MLP to acquire the Vessel Owning Subsidiary or the assets of the Vessel Owning Subsidiary, including the Vessel, that has not been waived; (h) Correct and complete copies of the organizational documents of the Vessel Owning Subsidiary (as amended to the date hereof) and each of the charters and shipbuilding contracts to which the Vessel Owning Subsidiary is a party (as amended to the date hereof) have been made available to the MLP; (i) Each charter and shipbuilding contract is a valid and binding agreement of the contracting Vessel Owning Subsidiary enforceable in accordance with its terms and, to the best knowledge of Anemos, of all other parties thereto enforceable in accordance with its terms; (j) The Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its respective charter and shipbuilding contract to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and no material default or breach exists in respect thereof on its or the Vessel Owning Subsidiary’s part or, to its knowledge, any of the other parties thereto and, to its knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach; (k) Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of vessels of the same type as the Vessel in the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the Vessel Owning Subsidiary or any of the assets owned by the Vessel Owning Subsidiary, including the Vessel, other than those arising under the Bank Credit Facility; and (l) The Vessel is (i) adequate and suitable for use by the Vessel Owning Subsidiary in the Vessel Owning Subsidiary’s business as presently conducted by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and is in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; (v) duly registered under the flag set forth opposite the Vessel’s name on Schedule A hereto; and (vi) in compliance in all material respects with the requirements of its present class and classification society; and all class certificates of the Vessel are clean and valid and free of recommendations affecting class.

Representations and Warranties of Anemos. Anemos represents and warrants that: (a) The Each of the Vessel Owning Subsidiary Subsidiaries is a corporation duly incorporated, organized and validly existing in good standing under the laws of the Republic of The Xxxxxxxx Islands and has all requisite power and authority to operate its assets and conduct its business as described in the Registration Statement; (b) The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on its part, and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (c) The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) its or the any Vessel Owning Subsidiary’s articles of incorporation or by-laws or other organizational documents; (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it or the any Vessel Owning Subsidiary is a party or is subject or by which any of its or the any Vessel Owning Subsidiary’s assets or properties may be bound; (iii) any applicable Law; or (iv) any charter or shipbuilding contract to which the any Vessel Owning Subsidiary is a party or any material provision of any material contract to which it or the any Vessel Owning Subsidiary is a party or by which its or the any Vessel Owning Subsidiary’s properties are bound; (d) Except as have already been obtained, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person, including those related to any environmental laws or regulations, is required in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereunder, and any consents required for the transfer or assignment of the charters and shipbuilding contracts related to the vessel vessels owned by the Vessel Owning Subsidiary Subsidiaries set forth on Schedule A to this Agreement (collectively, the “VesselVessels”) have been duly obtained; (e) All of the issued and outstanding shares of capital stock of the each Vessel Owning Subsidiary are duly authorized and validly issued in accordance with the articles of incorporation and by-laws of the such Vessel Owning Subsidiary and are fully paid and nonassessable; (f) Anemos owns all of the outstanding shares of capital stock of the each Vessel Owning Subsidiary and has good and marketable title thereto, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims; the [each Vessel Owning Subsidiary Subsidiary, as applicable, owns the Vessel set forth opposite its name on Schedule A hereto with good and marketable title, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims, other than those arising under the Bank Credit Facility]; (g) There is no agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person other than the MLP to acquire the any Vessel Owning Subsidiary or the assets of the any Vessel Owning Subsidiary, including the VesselVessels, that has not been waived; (h) Correct and complete copies of the organizational documents of the each Vessel Owning Subsidiary (as amended to the date hereof) and each of the charters and shipbuilding contracts to which the each Vessel Owning Subsidiary is a party (as amended to the date hereof) have been made available to the MLP; (i) Each charter and shipbuilding contract is a valid and binding agreement of the each contracting Vessel Owning Subsidiary enforceable in accordance with its terms and, to the best knowledge of Anemos, of all other parties thereto enforceable in accordance with its terms; (j) The Each Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its respective charter and shipbuilding contract to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and no material default or breach exists in respect thereof on its or the any Vessel Owning Subsidiary’s part or, to its knowledge, any of the other parties thereto and, to its knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach; (k) Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of vessels of the same type as the Vessel Vessels in the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the any Vessel Owning Subsidiary or any of the assets owned by the any Vessel Owning Subsidiary, including the VesselVessels, other than those arising under the Bank Credit Facility; and (l) The Each Vessel is (i) adequate and suitable for use by the applicable Vessel Owning Subsidiary in the such Vessel Owning Subsidiary’s business as presently conducted by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and is in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; (v) duly registered under the flag set forth opposite the such Vessel’s name on Schedule A hereto; and (vi) in compliance in all material respects with the requirements of its present class and classification society; and all class certificates of the each Vessel are clean and valid and free of recommendations affecting class.

Representations and Warranties of Anemos. Anemos represents and warrants that: (a) The Each of the Vessel Owning Subsidiary Subsidiaries is a corporation duly incorporated, organized and validly existing in good standing under the laws of the Republic of The Xxxxxxxx Islands and has all requisite power and authority to operate its assets and conduct its business as described in the Registration Statement; (b) The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement, and the completion of the transactions contemplated by this Agreement, have been duly authorized by all necessary action on its part, and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court; (c) The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of: (i) its or the any Vessel Owning Subsidiary’s articles of incorporation or by-laws or other organizational documents; (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it or the any Vessel Owning Subsidiary is a party or is subject or by which any of its or the any Vessel Owning Subsidiary’s assets or properties may be bound; (iii) any applicable Law; or (iv) any charter or shipbuilding contract to which the any Vessel Owning Subsidiary is a party or any material provision of any material contract to which it or the any Vessel Owning Subsidiary is a party or by which its or the any Vessel Owning Subsidiary’s properties are bound; (d) Except as have already been obtained, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person, including those related to any environmental laws or regulations, is required in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereunder, and any consents required for the transfer or assignment of the charters and shipbuilding contracts related to the vessel vessels owned by the Vessel Owning Subsidiary Subsidiaries set forth on Schedule A to this Agreement (collectively, the “VesselVessels”) have been duly obtained; (e) All of the issued and outstanding shares of capital stock of the each Vessel Owning Subsidiary are duly authorized and validly issued in accordance with the articles of incorporation and by-laws of the such Vessel Owning Subsidiary and are fully paid and nonassessable; (f) Anemos owns all of the outstanding shares of capital stock of the each Vessel Owning Subsidiary and has good and marketable title thereto, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims; the [each Vessel Owning Subsidiary Subsidiary, as applicable, owns the Vessel set forth opposite its name on Schedule A hereto with good and marketable title, free and clear of all liens, encumbrances, security interests, pledges, mortgages, charges or other claims, other than those arising under the Bank Credit Facility]; (g) There is no agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person other than the MLP to acquire the any Vessel Owning Subsidiary or the assets of the any Vessel Owning Subsidiary, including the VesselVessels, that has not been waived; (h) Correct and complete copies of the organizational documents of the each Vessel Owning Subsidiary (as amended to the date hereof) and each of the charters and shipbuilding contracts to which the each Vessel Owning Subsidiary is a party (as amended to the date hereof) have been made available to the MLP; (i) Each charter and shipbuilding contract is a valid and binding agreement of the each contracting Vessel Owning Subsidiary enforceable in accordance with its terms and, to the best knowledge of Anemos, of all other parties thereto enforceable in accordance with its terms; (j) The Each Vessel Owning Subsidiary has fulfilled all material obligations required pursuant to its respective charter and shipbuilding contract to have been performed by it prior to the date hereof and has not waived any material rights thereunder; and no material default or breach exists in respect thereof on its or the any Vessel Owning Subsidiary’s part or, to its knowledge, any of the other parties thereto and, to its knowledge, no event has occurred which, after giving of notice or the lapse of time, or both, would constitute such a material default or breach; (k) Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of vessels of the same type as the Vessel Vessels in the ordinary course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the any Vessel Owning Subsidiary or any of the assets owned by the any Vessel Owning Subsidiary, including the VesselVessels, other than those arising under the Bank Credit Facility; and (l) The Each Vessel is (i) adequate and suitable for use by the applicable Vessel Owning Subsidiary in the such Vessel Owning Subsidiary’s business as presently conducted by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted; ; (ii) seaworthy in all material respects for hull and machinery insurance warranty purposes and is in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with maritime laws and regulations; ; (v) duly registered under the flag set forth opposite the such Vessel’s name on Schedule A hereto; and (vi) in compliance in all material respects with the requirements of its present class and classification society; and all class certificates of the each Vessel are clean and valid and free of recommendations affecting class.