THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or Subsidairies, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent. SECTION 3.2 For each Vessel the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. SECTION 3.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement. SECTION 3.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
Appears in 4 contracts
Samples: Management Agreement (Safe Bulkers, Inc.), Management Agreement (Safe Bulkers, Inc.), Management Agreement (Safe Bulkers, Inc.)
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel by a Subsidiary (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group Subsidiary to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicableA, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 3.2. For each Vessel the Parent shall cause the Shipowning relevant Subsidiary that owns such Vessel to enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached hereto as Appendix III I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for 3.3. For each Newbuild the Parent shall, or shall procure that cause the relevant member of the Group that owns or has agreed Subsidiary to acquire such Newbuild shall, enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached hereto as Appendix IV II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), ) with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 3.4. The Parent shall procure that each other member of the Group relevant Subsidiary (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits omit to take any action the effect of which is to cause the Parent Subsidiaries or the Manager or any a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5. The Parent agrees that, save for any Konstantakopoulos Entity Affiliate, the Manager has been engaged to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will procure that no Subsidiary shall engage any other entity to provide any of the Services (unless such engagement only becomes effective after the termination of this Agreement).
Appears in 3 contracts
Samples: Framework Agreement (Costamare Inc.), Framework Agreement (Costamare Inc.), Framework Agreement (Costamare Inc.)
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B heretoB, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 3.2. For each Vessel the Parent shall cause the relevant Shipowning Subsidiary that owns such Vessel to enter into with the Manager, and the Manager shall enter into with such Shipowning Subsidiary, a contract substantially in the form attached hereto as Appendix III I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided PROVIDED HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for 3.3. For each Newbuild the Parent shall, or shall procure that cause the relevant member of the Group that owns or has agreed Shipowning Subsidiary to acquire such Newbuild shall, enter into with the Manager, and the Manager shall enter into with such Shipowning Subsidiary, a contract substantially in the form attached hereto as Appendix IV II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), ) with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate; PROVIDED HOWEVER, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 3.4. The Parent shall pay, or shall cause another member of the Group to pay, pay punctually all slims sums due to the Manager punctually in accordance with the terms of under this Agreement, any Shipmanagement Agreement and/or any Supervision AgreementAgreement to which the Manager is a party in accordance with the respective terms thereof.
SECTION 3.5 3.5. The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits omit to take any action the effect of which is to cause the Parent or the Manager or any a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.6. The Parent agrees that it has engaged the Manager to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any other entity to provide any of the Services.
Appears in 2 contracts
Samples: Management Agreement (Costamare Inc.), Management Agreement (Costamare Inc.)
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the agreement to acquire any Newbuild, the sale of any vessels, Newbuilds or SubsidairiesSubsidiaries, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable, shall be automatically amended to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager. To the extent any member of the Group comes into possession of a Vessel or agrees to acquire a Newbuild, which date the Manager and the Other Manager shall inform the Parent as to whether the Manager or the Other Manager shall be no later than five Business Days after delivery appointed the manager in respect of such amended Schedule A and/or Schedule B to the Manager by the ParentVessel or Newbuild.
SECTION 3.2 For each Vessel for which the Manager is appointed manager, the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Vessel, Parent shall cause the applicable Shipowning Subsidiary to enter into a Shipmanagement Agreement with the Other Manager.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such servicesacts as manager in respect of a Newbuild, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Newbuild, Parent shall cause the applicable member of the Group to enter into a Supervision Agreement with the Other Manager.
SECTION 3.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
Appears in 2 contracts
Samples: Management Agreement (Safe Bulkers, Inc.), Management Agreement (Safe Bulkers, Inc.)
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 3.2. For each Vessel the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for 3.3. For each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 3.4. The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 3.5. The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
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THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 Section 1.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the agreement to acquire any Newbuild, the sale of any vessels, Newbuilds or SubsidairiesSubsidiaries, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable, shall be automatically amended to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager. To the extent any member of the Group comes into possession of a Vessel or agrees to acquire a Newbuild, which date the Manager and the Other Managers shall inform the Parent as to whether the Manager or the Other Managers shall be no later than five Business Days after delivery appointed the manager in respect of such amended Schedule A and/or Schedule B to the Manager by the ParentVessel or Newbuild.
SECTION 3.2 Section 1.2 For each Vessel for which the Manager is appointed manager, the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Vessel, Parent shall cause the applicable Shipowning Subsidiary to enter into a Shipmanagement Agreement with the Other Managers.
SECTION 3.3 Section 1.3 To the extent the Parent elects to have the Manager provide such servicesacts as manager in respect of a Newbuild, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Newbuild, Parent shall cause the applicable member of the Group to enter into a Supervision Agreement with the Other Managers.
SECTION 3.4 Section 1.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 Section 1.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
Appears in 1 contract
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 3.2. For each Vessel the Parent shall cause the relevant Shipowning Subsidiary that owns such Vessel to enter into with the Manager, and the Manager shall enter into with such Shipowning Subsidiary, a contract substantially in the form attached hereto as Appendix III I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided PROVIDED HOWEVER, that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for 3.3. For each Newbuild the Parent shall, or shall procure that cause the relevant member of the Group that owns or has agreed Shipowning Subsidiary to acquire such Newbuild shall, enter into with the Manager, and the Manager shall enter into with such Shipowning Subsidiary, a contract substantially in the form attached hereto as Appendix IV II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate; PROVIDED HOWEVER, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 3.4. The Parent shall pay, or shall cause another member of the Group to pay, pay punctually all slims sums due to the Manager punctually in accordance with the terms of under this Agreement, any Shipmanagement Agreement and/or any Supervision AgreementAgreement to which the Manager is a party in accordance with the respective terms thereof.
SECTION 3.5 3.5. The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits omit to take any action the effect of which is to cause the Parent or the Manager or any a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.6. The Parent agrees that it has engaged the Manager to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will not engage any other entity to provide any of the Services.
Appears in 1 contract
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 For each Vessel the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for For each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
Appears in 1 contract
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicable, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 For 3.2. In relation to each Vessel the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter into with the Manager, and the Manager shall enter into with such Shipowning Subsidiary, a contract substantially in the form attached hereto as Appendix III I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects 3.3. In relation to have the Manager provide such services, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter into with the Manager, and the Manager shall enter into with such member of the Group, a contract substantially in the form attached hereto as Appendix IV II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 3.4. The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 3.5. The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits omit to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.6. The Parent agrees that it has engaged the Manager to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has terminated this Agreement in accordance with its terms, it will not engage any other entity to provide any of the Services.
Appears in 1 contract
THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 Section 1.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the agreement to acquire any Newbuild, the sale of any vessels, Newbuilds or SubsidairiesSubsidiaries, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable, shall be automatically amended to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager. To the extent any member of the Group comes into possession of a Vessel or agrees to acquire a Newbuild, which date the Manager and the Other Managers shall inform the Parent as to whether the Manager or the Other Managers shall be no later than five Business Days after delivery appointed the manager in respect of such amended Schedule A and/or Schedule B to the Manager by the ParentVessel or Newbuild.
SECTION 3.2 Section 1.2 For each Vessel for which the Manager is appointed manager, the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Vessel, Parent shall cause the applicable Shipowning Subsidiary to enter into a Shipmanagement Agreement with the Other Managers.
SECTION 3.3 Section 1.3 To the extent the Parent elects to have the Manager provide such servicesacts as manager in respect of a Newbuild, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Newbuild, Parent shall cause the applicable member of the Group to enter into a Supervision Agreement with the Other Managers.
SECTION 3.4 Section 1.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 Section 1.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.. USActive 42608227.13
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THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 Section 1.1 The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the agreement to acquire any Newbuild, the sale of any vessels, Newbuilds or SubsidairiesSubsidiaries, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, and shall promptly amend Schedule A and Schedule B hereto, as applicable, shall be automatically amended to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager. To the extent any member of the Group comes into possession of a Vessel or agrees to acquire a Newbuild, which date the Manager and the Other Managers shall inform the Parent as to whether the Manager or the Other Managers shall be no later than five Business Days after delivery appointed the manager in respect of such amended Schedule A and/or Schedule B to the Manager by the ParentVessel or Newbuild.
SECTION 3.2 Section 1.2 For each Vessel for which the Manager is appointed manager, the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Vessel, Parent shall cause the applicable Shipowning Subsidiary to enter into a Shipmanagement Agreement with the Other Managers.
SECTION 3.3 Section 1.3 To the extent the Parent elects to have the Manager provide such servicesacts as manager in respect of a Newbuild, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of USActive 37252385.18 agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Newbuild, Parent shall cause the applicable member of the Group to enter into a Supervision Agreement with the Other Managers.
SECTION 3.4 Section 1.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 Section 1.5 The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
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THE PARENT’S GENERAL OBLIGATIONS. SECTION 3.1 3.1. The Parent shall notify the Manager as soon as possible of any purchase of any vessel by a Subsidiary (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group Subsidiary to take ownership of such Newbuild, the sale of any vessels, Newbuilds or SubsidairiesVessel, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, in each case, with respect to vessels that the Parent has elected to be managed by the Manager, Subsidiary and shall promptly amend Schedule A and Schedule B hereto, as applicableA, to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager, which date shall be no later than five Business Days after delivery of such amended Schedule A and/or Schedule B to the Manager by the Parent.
SECTION 3.2 3.2. For each Vessel the Parent shall cause the Shipowning relevant Subsidiary that owns such Vessel to enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached hereto as Appendix III I (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.3 To the extent the Parent elects to have the Manager provide such services, for 3.3. For each Newbuild the Parent shall, or shall procure that cause the relevant member of the Group that owns or has agreed Subsidiary to acquire such Newbuild shall, enter into with the Manager, and the Manager shall enter into with such Subsidiary, a contract substantially in the form attached hereto as Appendix IV II (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), ) with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors.
SECTION 3.4 The Parent shall pay, or shall cause another member of the Group to pay, all slims due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5 3.4. The Parent shall procure that each other member of the Group relevant Subsidiary (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits omit to take any action the effect of which is to cause the Parent Subsidiaries or the Manager or any a Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.
SECTION 3.5. The Parent agrees that, save for any Konstantakopoulos Entity, any Affiliate thereof, either Bluenet Entity or, in respect of the crewing arrangements of some of the Vessels, V.Ships (UK) Ltd., the Manager has been engaged to provide the Services on an exclusive basis and, without receiving the prior written approval of the Manager or before it has lawfully terminated this Agreement in accordance with its terms, it will procure that no Subsidiary shall engage any other entity to provide any of the Services (unless such engagement only becomes effective after the termination of this Agreement).
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Samples: Framework Agreement (Costamare Inc.)