Vessel Documents. Lender shall have received:
(i) Copies of the following documents respecting the Borrower's purchase of the Vessel (certified by Borrower as true, correct and complete):
(A) Memorandum of Agreement dated 9th April 2013;
(B) Evidence that the Vessel was registered immediately prior to purchase thereof by the seller thereof in the Mxxxxxxx Islands registry free and clear of all liens and encumbrances;
(C) Bxxx of Sale in favor of the Borrower;
(D) Copy of Permission for Sale issued by the Mxxxxxxx Islands Registry to the Seller of the Vessel respecting the sale of the Vessel to the Borrower; and
(E) Protocol of Delivery and Acceptance.
(ii) Copies of the following documents that are duly issued, valid and current with respect to the Vessel:
(A) A one (1) year validity Provisional Certificate of Registry and Radio License for the Vessel issued under the authority of the Republic of the Mxxxxxxx Islands in the name of the Borrower;
(B) Document of Compliance issued under the International Convention for the Safety of Life at Sea, 1974;
(C) International Tonnage Certificate (ITC) for the Vessel;
(D) International Safety Management Certificate;
(E) International Ship Security Certificate; and
(F) Confirmation of Class Certificate issued by Nippon Kaiji Kyokai showing the Vessel's assigned class as BULK CARRIER and stating there are no recommendations.
Vessel Documents. Upon the delivery of the Vessel, the Borrower shall have duly executed and delivered to the Administrative Agent:
(i) the Mortgage over the Vessel;
(ii) an Insurances Assignment with respect to the Vessel;
(iii) an Earnings Assignment with respect to the Vessel;
(iv) the Assignment Notices with respect to the Insurances Assignment and Earnings Assignment;
(v) Uniform Commercial Code Financing Statements for filing with the District of Columbia and in such other jurisdictions as the Administrative Agent may reasonably require;
Vessel Documents. Subject to the provisions of Section 5.09, the Administrative Agent shall have received each of the following with respect to each Initial Vessel:
(i) certificates of ownership from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of each Initial Vessel by the relevant Subsidiary Guarantor in a jurisdiction acceptable to the Required Lenders;
(ii) the results of maritime registry searches with respect to each Initial Vessel, indicating no record liens other than Liens in favor of the Security Trustee and/or the Lenders, Permitted Liens and Liens being discharged prior to or contemporaneously with the initial Borrowing Date;
(iii) class certificates from a classification society listed on Schedule VIII hereto or another internationally recognized classification society acceptable to the Security Trustee, indicating that each Initial Vessel meets the criteria specified in Section 7.23;
(iv) a copy of the Operator’s DOC and the SMC, ISSC and IAPPC for each Initial Vessel;
(v) Appraisals from at least two Approved Appraisers of each Initial Vessel of recent date in scope, form and substance reasonably satisfactory to the Administrative Agent;
(vi) letters of undertaking of insurance brokers and insurance club managers; and
(vii) a report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers appointed by the Administrative Agent with respect to the insurance maintained by the Credit Parties in respect of each Initial Vessel, together with a certificate from such broker certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily insured against by similarly situated insureds for the protection of the Administrative Agent and/or the Lenders as mortgagee and (ii) conform with the insurance requirements of the respective Vessel Mortgage.
Vessel Documents. (a) Copies of Certificate of Ownership and Encumbrance in respect of each Vessel.
PART B - Buyer’s Completion Obligations
(a) pay the Purchase Price by electronic transfer of immediately available funds to the Seller; and
(b) deliver a copy of a resolution of the board of directors of the Buyer approving the terms of, the transactions contemplated by, and the execution, delivery and performance of this agreement and the Option Agreement.
Vessel Documents. The Buyer shall have received each of the following documents:
(i) A Certificate of Ownership or abstract of title for each Vessel dated immediately prior to the Closing Date evidencing the Company's ownership of the Vessel free and clear of all Encumbrances, except as set forth in Section 3.1 (e).
(ii) All records, repair records, ship's documents (other than logs), plans, drawings, and blueprints in Company's possession relating to the Vessels.
(iii) Certificates from the American Bureau of Shipping (the "ABS") as to those Vessels classed by ABS showing such Vessels current classification. The cost of obtaining such certificates shall be borne by Buyer.
Vessel Documents. The Facility Agent shall have received evidence satisfactory to it and its counsel that the Vessel to which such Tranche relates, upon its delivery to the Borrower, will be:
(i) in the sole and absolute ownership of the Borrower and is duly registered in the Borrower's name under Mxxxxxxx Islands flag free of all liens and encumbrances of record other than its Mortgage;
(ii) insured in accordance with the provisions of the relevant Mortgage and all requirements of the relevant Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Lenders);
(iii) classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any material outstanding recommendations; and
(iv) operationally seaworthy and in every way fit for its intended service;
Vessel Documents. The Facility Agent shall have received evidence satisfactory to it and its counsel that each Vessel (other than Hull 8015 and Hull 8016):
(i) is registered in the name of the relevant Vessel-Owning Guarantor as set forth in Schedule III under the United States flag, free of all liens and encumbrances of record other than the Mortgage and the other Permitted Liens, which Mortgage shall have been submitted to the National Vessel Documentation Center for recordation on or prior to the Closing Date;
(ii) is insured in accordance with the provisions of its Mortgage and all requirements of its Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Facility Agent);
(iii) is classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any material outstanding recommendations; and
(iv) the technical and/or operational management for each Vessel is being provided by OSG Ship Management.
Vessel Documents. The Facility Agent shall have received:
(i) the latest survey report in respect of the Vessel;
(ii) the classification certificate of the Vessel and the trading certificate of the Vessel from the Classification Society with which such Vessel is classed at least ten (10) days prior to the Drawdown Date, unless otherwise agreed by the Facility Agent;
(iii) the relevant pages of the Trim & Stability booklet, including (x) a copy of the approval page displaying the name of the Vessel and the stamp of class, (y) a copy of the page giving the description of the Vessel and (z) the page stating the Vessel’s LDT;
(iv) the chartering description (e.g. Q88 for tankers or Form C for LPG);
(v) last two port state control certificates and the port state control history for the last 3 years (to be provided by the Borrower on a best efforts basis);
(vi) work list from the last dry dock completed;
(vii) details of the Vessel’s tracking device (e.g. INMARSAT number) (to be provided by the Borrower on a best efforts basis);
(viii) evidence satisfactory that the Vessel is:
a. in the sole and absolute ownership of such Borrower and duly registered in such Borrower's name under the Xxxxxxxx Islands flag free of all liens and encumbrances of record other than the Mortgage;
b. insured in accordance with the provisions of the Mortgage and all requirements of the Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Lenders); the main terms of such insurances (including the copies or drafts of the relevant insurance documents) to be provided to the Facility Agent at least 10 days prior to the Drawdown Date;
c. classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any outstanding recommendations and requirements; and
d. operationally seaworthy and in every way fit for its intended service.
Vessel Documents. (a) Copy of the Shipbuilding Contracts;
Vessel Documents. Photocopies, certified as true, accurate and complete by an authorised signatory of the Borrower, of the current SMC of each of the Collateral Vessels together with all addenda, amendments or supplements.
