Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and 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 except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter...
Vessels. Owner agrees to keep accurate records of all vessels that use the Dock, including records of the Vessels’ owners, Vessels’ license numbers, state registration number, and U.S. Coast Guard Certificate. A current registration number and valid decal must be prominently displayed on vessel.
Vessels. Each Vessel is
(a) legally and beneficially owned by the Borrower or a Principal Subsidiary,
(b) registered in the name of the Borrower or such Principal Subsidiary under the flag identified in Item 5.9(b) of the Disclosure Schedule, (c) free of all recorded Liens, other than Liens permitted by Section 6.2.3, and
Vessels. The Borrower will (or will cause the applicable Principal Subsidiary to):
(a) cause each Vessel to be chartered exclusively to or operated exclusively by the Borrower or one of the Borrower’s wholly-owned Subsidiaries, provided that the Borrower or such Subsidiary may charter out (i) any Vessels representing not more than 25% of the berths of all Vessels to entities other than the Borrower and the Borrower’s wholly-owned Subsidiaries and (ii) any Vessel for a time charter not to exceed one year in duration; and
(b) cause each Vessel to be kept in such condition as will entitle her to classification by a classification society of recognized standing.
Vessels. The following is a complete list of all vessels of each Company which are subject to any certificate of title or other registration statute of the United States, any state or any other jurisdiction: [ ]
Vessels. All Vessels to be put to use by the bidder, shall have all certificates including sail worthiness certificate, requisite institution of classes/Marine insurance certificate, and should have requisite permission for berthing at Indian ports.
Vessels. Each of the US Vessels is duly documented in the name of its respective owner under the law and flag of the United States and is entitled to engage in the coastwise trade of the United States. Each of the Cdn. Vessels is duly documented in the name of its respective owner under the law and flag of Canada and is entitled to engage in the coastwise trade of Canada.
Vessels. (a) Section 5.15(a) of the Disclosure Schedule sets forth a true and correct list of each Vessel used in the businesses of the Company or any Consolidated Subsidiary and the Vessel’s record owner and vessel type. Copies of each Vessel’s classification certificate and records have been provided to Buyer showing other information and particulars, classification status (as applicable, and including any recommendations), all of which are true and correct. Vessels identified in Section 5.15(a) of the Disclosure Schedule as owned by the Company or a Consolidated Subsidiary are referred to hereinafter singularly as an “Owned Vessel” and, in the plural, as “Owned Vessels”. Those Vessels identified in Section 5.15(c) of the Disclosure Schedule as chartered in by the Company or a Consolidated Subsidiary are referred to hereinafter singularly as a “Chartered Vessel” and, in the plural, as “Chartered Vessels”.
(b) The Consolidated Subsidiaries, as indicated on Section 5.15(a) of the Disclosure Schedule, are the sole owners of each of the Owned Vessels with good and merchantable title thereto, and except for charters or obligations as between or among the Company and Consolidated Subsidiaries or as otherwise shown in Section 5.15(b) of the Disclosure Schedule, none of the Owned Vessels is the subject of any outstanding charter, purchase option, right of first refusal, right of first offer or other contractual obligation binding on the Seller, the Company or any Consolidated Subsidiary. At the Closing, the Owned Vessels shall be free and clear of all liens, claims and encumbrances of any nature whatsoever, except Permitted Encumbrances.
(c) Section 5.15(c) of the Disclosure Schedule sets forth a true and correct list of each charter and other agreement governing the Company’s and Consolidated Subsidiaries’ use of the Chartered Vessels (each, a “Vessel Charter” and collectively the “Vessel Charters”). The Seller has provided to the Buyer true and complete copies of each Vessel Charter, as now in effect, including all amendments and other modifications thereto, and all such charters and agreements remain valid and binding on the parties thereto in accordance with their terms. None of the Seller, the Company or any of the Consolidated Subsidiaries has committed any breach of a Vessel Charter that would permit termination of such charter or agreement prior to the expiration of its stated term.
(d) The Seller has provided the Buyer access to (1) true and complete copies of t...
Vessels. Except as otherwise disclosed in the Registration Statement and Prospectus, all of the vessels described in the Registration Statement and the Prospectus are owned directly by the Company or subsidiaries of the Company. Each of such vessels (the “Owned Vessels”), to the knowledge of the Company, has been duly and validly registered as a vessel under the laws and regulations and flag of the applicable jurisdiction; each Company subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record, except for those mortgages, pledges, liens, security interests and claims arising under credit facilities, each as disclosed in the Registration Statement and the Prospectus, and any other encumbrances which would not, in the aggregate, reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole.
Vessels. The Borrower will procure that each of the Vessels is traded within the NCLC Fleet from her Delivery Date and throughout the remainder of the Security Period.
