Vessel Title and Registration. Each of the vessels listed on Schedule C hereto (the “Vessels”) has been duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule C. Each of Navios Alegria, Navios Fantastiks, Navios Felicity, Navios Galaxy I, Navios Gemini S, Navios Libra II, the Navios Hope, the Navios Apollon, the Navios Hyperion, the Navios Sagittarius, the Navios Xxxxxx XX, the Navios Pollux, the Navios Melodia and the Navios Fulvia (the “Owned Vessels”) is solely owned by the Operating Subsidiary set forth opposite its name on Schedule C, as applicable. As of the date of this Agreement, (a) each such Operating Subsidiary has good and marketable title to the applicable Owned Vessel, and (b) each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, in both cases except for such Liens, defects of the title of record, failure to pay such taxes, fees and other amounts (A) as described, and subject to the limitations contained, in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), (B) arising under the Credit Facility or (C) as do not, individually or in the aggregate, materially affect the value of any such Vessel and do not materially interfere with the use of any such Vessel as it has been used in the past and is proposed to be used in the future, as described in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein).
Vessel Title and Registration. Each of the vessels listed on Schedule C hereto (the “Vessels”) has been duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule C. Each of Navios Alegria, Navios Fantastiks, Navios Felicity, Navios Galaxy I, Navios Gemini S, Navios Libra II, the Navios Hope and the Navios Apollon (the “Owned Vessels”) is solely owned by the Operating Subsidiary set forth opposite its name on Schedule C, as applicable. As of the date of this Agreement, (a) each such Operating Subsidiary has good and marketable title to the applicable Owned Vessel, and (b) each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, in both cases except for such Liens, defects of the title of record, failure to pay such taxes, fees and other amounts (A) as described, and subject to the limitations contained, in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein), (B) arising under the Credit Facility or (C) as do not, individually or in the aggregate, materially affect the value of any such Vessel and do not materially interfere with the use of any such Vessel as it has been used in the past and is proposed to be used in the future, as described in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein).
Vessel Title and Registration. The Seller has no reason to believe that, upon the closing of the transactions contemplated by the Memorandum of Agreement and the delivery thereby of the Vessel, the Buyer will not be able to cause the Vessel, as of such date, to be duly registered as a vessel under the laws of the Republic of Liberia in the sole ownership of the Buyer; on such date, the Buyer will have good and marketable title to the Vessel, free and clear of all Liens and defects of the title of record; and the Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the Republic of Liberia as would affect its registry with the ship registry of the Republic of Liberia.
Vessel Title and Registration. Each of the vessels listed on Schedule B hereto (the “Vessels”) has been duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule B and is solely owned by the Operating Subsidiary set forth opposite its name on Schedule B. As of the Closing Date, (a) each such Operating Subsidiary will have good and marketable title to the applicable Vessel, and (b) each such Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction, in both cases except for such Liens, defects of the title of record, failure to pay such taxes, fees and other amounts (A) as described, and subject to the limitations contained, in the Registration Statement, General Disclosure Package and the Prospectus, (B) arising under the New Credit Facility or (C) as do not, individually or in the aggregate, materially affect the value of any such Vessel and do not materially interfere with the use of any such Vessel as it has been used in the past and is proposed to be used in the future, as described in the Registration Statement, General Disclosure Package and the Prospectus.
Vessel Title and Registration. Each Guarantor shall neither sell or otherwise transfer title to any Vessel owned by it to any Person, nor change the flag or the home port of any Vessel owned by it without the prior consent of the Agent, (such consent not to be unreasonably withheld) provided that each Guarantor may transfer title to any Vessel owned by it to a wholly-owned subsidiary of the Borrower duly organized and existing under the laws of Bermuda if at such Guarantor’s sole expense, in form and substance satisfactory to the Agent, and with the effect of putting the Lenders and the Agent in a position substantially equivalent to the position each had prior to such transfer and/or change of flag, (i) the Borrower and the Guarantors execute and deliver amendments to the Loan Documents that the Agent reasonably may request, (ii) the Borrower and the Guarantors execute and deliver such other documents, certificates and agreements that the Agent reasonably may request, and (ii) the Borrower provides the Agent with a legal opinion from a law firm satisfactory to the Agent stating, inter alia, that the Loan Documents remain valid and enforceable, that the Agent maintains or receives a security position at least equivalent to the security position of the Agent immediately prior to such transfer and/or change of flag and containing such other opinions as the Agent reasonably may request.
Vessel Title and Registration. At the time of purchase and each additional time of purchase, as the case may be, after giving effect to the transactions contemplated by the Xxxxxx Purchase Agreement, the Vessel will be duly registered as a vessel under the laws of the Republic of Liberia in the sole ownership of Xxxxxx; on such date, Xxxxxx will have good and marketable title to the Vessel, free and clear of all Liens and defects of the title of record; and the Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the Republic of Liberia as would affect its registry with the ship registry of the Republic of Liberia;
Vessel Title and Registration. At each Date of Delivery, after giving effect to the Transactions, each of the vessels listed on Schedule C hereto (the “Vessels”) will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule C in the sole ownership of the Operating Subsidiary set forth opposite its name on Schedule C; on such date, each Operating Subsidiary will have good and marketable title to the applicable Vessel, free and clear of all Liens and defects of the title of record; and each such Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for such Liens, defects of the title of record, failure to pay such taxes, fees and other amounts (A) as described, and subject to the limitations contained, in the Prospectus, (B) those liens arising under the Credit Facility or (C) as do not, individually or in the aggregate, materially affect the value of any such vessel and do not materially interfere with the use of any such Vessel as it has been used in the past and is proposed to be used in the future, as described in the Prospectus (the liens described in clauses (A), (B) and (C) above being “Permitted Liens”).
Vessel Title and Registration. Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by subsidiaries of the Company has been duly registered as a vessel in the name of the relevant subsidiary (as applicable) under the laws and regulations and flag of the nation of its registration and no other action is necessary to establish and perfect such entity’s title to and interest in any of the vessels as against any charterer or third party, and all such vessels are owned directly by such subsidiary free and clear of all natural heirs, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus.
