Common use of Representations on the Delivery Date Clause in Contracts

Representations on the Delivery Date. The Borrower further represents and warrants to each of the Secured Parties on the Delivery Date that: (a) the Ship is in its absolute and unencumbered ownership save as contemplated by the Finance Documents; (b) the Ship is registered in its name under the laws and flag of the Maritime Registry; (c) the Ship is classed with the highest classification available for a Ship of its type free of all recommendations and qualifications with the Approved Classification Society; (d) the Ship is operationally seaworthy and in compliance with all relevant provisions, regulations and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry; (e) the Ship is in compliance with the ISM Code, the ISPS Code and Axxxx XX as they relate to the Borrower, any Approved Manager and the Ship; (f) the Ship is insured in accordance with the provisions of Clause 24 (Insurance Undertakings) and in compliance with the requirements therein in respect of such insurances; (g) the Ship is managed by the Approved Manager and, in the event that the Approved Manager is not a member of the Group, on and subject to the terms set out in the Management Agreement; (h) there is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Agent in writing on or before the date of this Agreement; (i) no Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry; (j) the Borrower is in all material respects (except in the case of compliance with Sanctions which the Borrower complies with in all respects) compliant with all laws or regulations relating to the Ship, its ownership, employment, operation, management and registration; (k) the copies of any Management Agreement, any charter and any charter guarantee which require a notice of assignment to be served under the terms of the General Assignment (if any) and any other relevant third party agreements including but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to Clause 23.2 (Management and employment), no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and (l) except for: (i) the filing of UCC-1 Financing Statements in such jurisdictions as the Security Agent may reasonably require; (ii) the recording of the Mortgage with the relevant Maritime Registry; and (iii) the registration of the Ship under an Approved Flag, all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Transaction Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the Borrower.

Representations on the Delivery Date. The Borrower further represents and warrants to each of the Secured Parties on the at Delivery Date that: (a) the Ship is in its absolute and unencumbered ownership save as contemplated by the Finance Documents; (b) the Ship is registered in its name under the laws and flag of the Maritime Registry; (c) the Ship is classed with the highest classification available for a Ship of its type free of all recommendations and qualifications with the Approved Classification SocietyLloyd's Register, RINA or Bureau Veritas; (d) the Ship is operationally seaworthy and in compliance with all relevant provisions, regulations and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry; (e) the Ship is in compliance with the ISM Code, the ISPS Code and Axxxx XX Annex VI as they relate to the Borrower, any Approved Manager and the Ship; (f) the Ship is insured in accordance with the provisions of Clause 24 14 (Insurance Undertakings) and in compliance with the requirements therein in respect of such insurances;; and (g) the Ship is managed by the Approved Manager and, in the event that the Approved Manager is not a member of the Group, on and subject to the terms set out in the External Management Agreement;. (h) there is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Agent in writing on or before the date of this Agreement;. (i) no Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry; (j) the Borrower is in all material respects (except in the case of compliance with Sanctions which the Borrower complies with in all respects) compliant with all laws or regulations relating to the Ship, its ownership, employment, operation, management and registration; (k) the copies of any Management Agreement, any charter and any charter guarantee which require a notice of assignment to be served under the terms of the General Assignment (if any) and any other relevant third party agreements including but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to Clause 23.2 (Management and employment), no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and (l) except for: (i) the filing of UCC-1 Financing Statements in such jurisdictions as the Security Agent may reasonably require; (ii) the recording of the Mortgage with the relevant Maritime Registry; and (iii) the registration of the Ship under an Approved Flag, all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Transaction Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the Borrower.

Representations on the Delivery Date. The Borrower further represents and warrants to each of the Secured Parties on the Delivery Date that: (a) the Ship is in its absolute and unencumbered ownership save as contemplated by the Finance Documents; (b) the Ship is registered in its name under the laws and flag of the Maritime Registry; (c) the Ship is classed with the highest classification available for a Ship of its type free of all recommendations and qualifications with the Approved Classification Society; (d) the Ship is operationally seaworthy and in compliance with all relevant provisions, regulations and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry; (e) the Ship is in compliance with the ISM Code, the ISPS Code and Axxxx Xxxxx XX as they relate to the Borrower, any Approved Manager and the Ship; (f) the Ship is insured in accordance with the provisions of Clause 24 (Insurance Undertakings) and in compliance with the requirements therein in respect of such insurances; (g) the Ship is managed by the Approved Manager and, in the event that the Approved Manager is not a member of the Group, on and subject to the terms set out in the Management Agreement; (h) there is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Agent in writing on or before the date of this Agreement; (i) no Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry; (j) the Borrower is in all material respects (except in the case of compliance with Sanctions which the Borrower complies with in all respects) compliant with all laws or regulations relating to the Ship, its ownership, employment, operation, management and registration; (k) the copies of any Management Agreement, any charter and any charter guarantee which require a notice of assignment to be served under the terms of the General Assignment (if any) and any other relevant third party agreements including but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to Clause 23.2 (Management and employment), no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and (l) except for: (i) the filing of UCC-1 Financing Statements in such jurisdictions as the Security Agent may reasonably require; (ii) the recording of the Mortgage with the relevant Maritime Registry; and (iii) the registration of the Ship under an Approved Flag, all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Transaction Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the Borrower.

Representations on the Delivery Date. The Borrower further represents and warrants to each of the Secured Parties on the at Delivery Date that: (a) the Ship is in its absolute and unencumbered ownership save as contemplated by the Finance Documents; (b) the Ship is registered in its name under the laws and flag of the Maritime Registry; (c) the Ship is classed with the highest classification available for a Ship of its type free of all recommendations and qualifications with the Approved Classification SocietyLloyd’s Register, RINA or Bureau Veritas; (d) the Ship is operationally seaworthy and in compliance with all relevant provisions, regulations and requirements (statutory or otherwise) applicable to ships registered under the laws and flag of the Maritime Registry; (e) the Ship is in compliance with the ISM Code, the ISPS Code and Axxxx XX Annex VI as they relate to the Borrower, any Approved Manager and the Ship; (f) the Ship is insured in accordance with the provisions of Clause 24 14 (Insurance Undertakings) and in compliance with the requirements therein in respect of such insurances;; and (g) the Ship is managed by the Approved Manager and, in the event that the Approved Manager is not a member of the Group, on and subject to the terms set out in the External Management Agreement;. (h) there is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Builder or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Agent in writing on or before the date of this Agreement;. (i) no Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry; (j) the Borrower is in all material respects (except in the case of compliance with Sanctions which the Borrower complies with in all respects) compliant with all laws or regulations relating to the Ship, its ownership, employment, operation, management and registration; (k) the copies of any Management Agreement, any charter and any charter guarantee which require a notice of assignment to be served under the terms of the General Assignment (if any) and any other relevant third party agreements including but without limitation the copies of any documents in respect of the Insurances delivered to the Agent are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and, subject to Clause 23.2 (Management and employment), no amendments thereto or variations thereof have been agreed nor has any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and (l) except for: (i) the filing of UCC-1 Financing Statements in such jurisdictions as the Security Agent may reasonably require; (ii) the recording of the Mortgage with the relevant Maritime Registry; and (iii) the registration of the Ship under an Approved Flag, all authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations and other matters, official or otherwise, required in connection with the entry into, performance, validity and enforceability of this Agreement and each of the other Transaction Documents to which any Transaction Obligor is a party and the transactions contemplated thereby have been obtained or effected and are in full force and effect except authorisations, approvals, consents, licences, exemptions, filings and registrations required in the normal day to day course of the operation of the Ship and not already obtained by the Borrower.