Common use of Vessels; Maritime Matters Clause in Contracts

Vessels; Maritime Matters. (a) Section 5.17(a) of the Parent Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent or any of its Subsidiaries (the “Parent Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Vessel is currently operating in the spot market or time chartered market, of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or its applicable Subsidiary is qualified to own and operate the Parent Owned Vessels under applicable Laws, including the Laws of each Parent Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge of Parent, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s class to be suspended or withdrawn and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent Owned Vessels, as of the date hereof, Parent or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, free and clear of all Liens other than Permitted Liens and Liens that would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Vessels; Maritime Matters. (a) Section 5.17(a4.17(a) of the Parent Company Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent the Company or its Subsidiaries (the “Parent "Company Owned Vessels”") or chartered-in as of the date hereof by Parent the Company or any of its Subsidiaries (the “Parent "Company Leased Vessels”"), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Company Vessel is currently operating in the spot market or time chartered charter market, of each Parent Company Owned Vessel and Parent Company Leased Vessel. Each Parent Company Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Company Material Adverse Effect. Parent The Company or its applicable Subsidiary is qualified to own and operate the Parent Company Owned Vessels under applicable Laws, including the Laws of each Parent Company Owned Vessel’s 's flag state, except where such failure to be qualified would not have a Parent Company Material Adverse Effect. Each Parent Company Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Company Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Company Material Adverse Effect. (b) Each Parent Company Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge of Parentthe Company, (i) no event has occurred and no condition exists that would cause such Parent Company Vessel’s 's class to be suspended or withdrawn and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent Company Owned Vessels, as of the date hereof, Parent the Company or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Company Owned Vessel and has good title to such Parent Company Owned Vessel, free and clear of all Liens other than Permitted Liens and Liens that would not, individually or in the aggregate, have a Parent Company Material Adverse Effect.

Vessels; Maritime Matters. (a) Section 5.17(a5.14(a) of the Parent Oceanbulk Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries any Oceanbulk Company (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent or any of its Subsidiaries Oceanbulk Company pursuant to charter arrangements (the “Parent Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Vessel is currently operating in the spot market or time chartered market, of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent an Oceanbulk Material Adverse Effect. Parent or its applicable Subsidiary Each Oceanbulk Company is qualified to own and operate the Parent Owned Vessels under applicable Laws, including the Laws of each Parent Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent an Oceanbulk Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure to be qualified would not have a Parent an Oceanbulk Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge Knowledge of ParentOceanbulk, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s class to be suspended or withdrawn withdrawn, and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent Owned Vessels, as one of the date hereof, Parent or one of its SubsidiariesOceanbulk Companies, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Permitted Liens Liens. (d) Prior to the date of this Agreement, the Oceanbulk Companies have delivered and Liens that would notmade available to Parent accurate, individually or in complete and correct copies of the aggregate, have a Parent Material Adverse Effectmost recent inspection reports relating to each Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a5.14(a) of the Parent Disclosure Letter contains a list list, as of the date of this Agreement, of all vessels owned as of the date hereof by Parent or its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent or any of its Subsidiaries (the “"Parent Owned Vessels") or chartered-in by Parent or any of its Subsidiaries pursuant to charter arrangements (the "Parent Leased Vessels”"), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Owned Vessel’s 's flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsementscertificates, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from overdue conditions or recommendations affecting class and valid through the date of this Agreement and, to the knowledge Knowledge of Parent, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s 's class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Owned Vessels, as of the date hereof, either Parent or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Parent Permitted Liens Liens. (d) Prior to the date of this Agreement, Parent has made available to the Company true and Liens that would not, individually or in complete copies of the aggregate, have a most recent SIRE inspection reports relating to each Parent Material Adverse EffectVessel.

Vessels; Maritime Matters. (a) Section 5.17(a4.14(a) of the Parent Company Disclosure Letter contains a list list, as of the date of this Agreement, of all vessels owned as of by the date hereof by Parent or its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent Company or any of its Subsidiaries (the “Parent "Company Owned Vessels") or chartered-in by the Company or any of its Subsidiaries pursuant to charter arrangements (the "Company Leased Vessels”"), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Company Owned Vessel and Parent Company Leased Vessel. Each Parent Company Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or The Company and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Company Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Company Owned Vessel’s 's flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Company Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsementscertificates, each of which is valid, that are required for the operation of such Parent Company Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) Each Parent Company Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from overdue conditions or recommendations affecting class and valid through the date of this Agreement and, to the knowledge Knowledge of Parentthe Company, (i) no event has occurred and no condition exists that would cause such Parent Company Vessel’s 's class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Company Owned Vessels, as of either the date hereof, Parent Company or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Company Vessel and has good title to such Parent Owned Vessel, Company Vessel free and clear of all Liens other than Company Permitted Liens Liens. (d) Prior to the date of this Agreement, the Company has made available to Parent true and Liens that would not, individually or in complete copies of the aggregate, have a Parent Material Adverse Effectmost recent SIRE inspection reports relating to each Company Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a5.11(a) of the Parent Seller Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries any Company (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent or any of its Subsidiaries (the “Parent Leased VesselsVessel”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Owned Vessel is currently operating in the spot market or time chartered market, of each Parent the Owned Vessel and Parent Leased Vessel. Each Parent There is no vessel chartered-in by any Company pursuant to a charter arrangement. The Owned Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Company Material Adverse Effect. Parent or its applicable Subsidiary Each Company is qualified to own and operate the Parent Owned Vessels Vessel under applicable Laws, including the Laws of each Parent the Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Company Material Adverse Effect. Each Parent The Owned Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Owned Vessel in the trades and geographic areas in which it is operated, except where such failure to be qualified would not have a Parent Company Material Adverse Effect. (b) Each Parent The Owned Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge Knowledge of ParentSellers, (i) no event has occurred and no condition exists that would cause such Parent Owned Vessel’s class to be suspended or withdrawn withdrawn, and (ii) is free of average damage affecting its class. (c) With respect to each the Owned Vessel, one of the Parent Owned Vessels, as of the date hereof, Parent or one of its SubsidiariesCompanies, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Permitted Liens Liens. (d) Prior to the date of this Agreement, the Companies have delivered and Liens that would notmade available to Parent accurate, individually or in complete and correct copies of the aggregate, have a Parent Material Adverse Effectmost recent inspection reports relating to the Owned Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a5.12(a) of the Parent TNK Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries any TNK Company (the “Parent TNK Owned Vessels”) or chartered-in by any TNK Company pursuant to charter arrangements (the “TNK Leased Vessels”), in each case as of the date hereof by Parent or any of its Subsidiaries (the “Parent Leased Vessels”)this Agreement, including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Vessel vessel is currently operating in the spot market or time chartered market, of each Parent TNK Owned Vessel and Parent TNK Leased Vessel. Each Parent TNK Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent TNK Material Adverse Effect. Parent or its applicable Subsidiary Each TNK Company is qualified to own and operate the Parent TNK Owned Vessels under applicable Laws, including the Laws of each Parent TNK Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent TNK Material Adverse Effect. Each Parent TNK Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent TNK Vessel in the trades and geographic areas in which it is operated, except where such failure to be qualified would not have a Parent TNK Material Adverse Effect. (b) Each Parent To the Knowledge of TNK, each TNK Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge of Parent, (i) no event has occurred and no condition exists that would cause such Parent Vesselvessel’s class to be suspended or withdrawn withdrawn, and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent TNK Owned Vessels, as one of the date hereof, Parent or one of its SubsidiariesTNK Companies, as applicable, is the sole owner of each such Parent Owned TNK Vessel and has good title to such Parent Owned Vessel, TNK Vessel free and clear of all Liens other than Permitted Liens Liens. (d) Prior to the date of this Agreement, the TNK Companies have made available to TIL or its representatives accurate, complete and Liens that would not, individually or in correct copies of the aggregate, have a Parent Material Adverse Effectmost recent inspection reports relating to each TNK Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a4.14(a) of the Parent Company Disclosure Letter contains a list of all vessels owned as by the Company or any of the date hereof by Parent or its Subsidiaries (the “Parent Company Owned Vessels”) or chartered-in as of by the date hereof by Parent Company or any of its Subsidiaries pursuant to charter arrangements (the “Parent Company Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Company Owned Vessel and Parent Company Leased Vessel. . (b) Each Parent Company Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or The Company and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Company Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Company Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Company Vessel is seaworthy and in good operating condition, and has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Company Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) . Each Parent Company Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from conditions or recommendations affecting class and valid through the date of this Agreement Closing Date and, to the knowledge Knowledge of Parentthe Company, (i) no event has occurred and no condition exists that would cause such Parent Company Vessel’s class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Company Owned Vessels, as of either the date hereof, Parent Company or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Company Vessel and has good title to such Parent Owned Vessel, Company Vessel free and clear of all Liens other than Company Permitted Liens and Liens that would notLiens. (d) Except as set forth in Section 4.14(d) of the Company Disclosure Letter, individually no Company Vessel has been permitted by Company or in the aggregateits Subsidiaries to carry, have a Parent Material Adverse Effector contract to carry, crude petroleum or other “dirty” cargoes.

Vessels; Maritime Matters. (a) Section 5.17(a5.12(a) of the Parent KSL Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries any KSL Company (the “Parent "Owned Vessels”") or chartered-in as of the date hereof by Parent or any of its Subsidiaries KSL Company pursuant to charter arrangements (the “Parent "Leased Vessels”"), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Vessel is currently operating in the spot market or time chartered market, of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent KSL Material Adverse Effect. Parent or its applicable Subsidiary Each KSL Company is qualified to own and operate the Parent Owned Vessels under applicable Laws, including the Laws of each Parent Owned Vessel’s 's flag state, except where such failure to be qualified would not have a Parent KSL Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure to be qualified would not have a Parent KSL Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge Knowledge of ParentKSL, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s 's class to be suspended or withdrawn withdrawn, and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent Owned Vessels, as one of the date hereof, Parent or one of its SubsidiariesKSL Companies, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Permitted Liens Liens. (d) Prior to the date of this Agreement, the KSL Companies have made available to GOGL or its representatives accurate, complete and Liens that would not, individually or in correct copies of the aggregate, have a Parent Material Adverse Effectmost recent inspection reports relating to each Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a4.14(a) of the Parent Company Disclosure Letter contains a list list, as of the date of this Agreement, of all vessels owned as by the Company or any of the date hereof by Parent or its Subsidiaries (the “Parent Company Owned Vessels”) or chartered-in as of by the date hereof by Parent Company or any of its Subsidiaries pursuant to charter arrangements (the “Parent Company Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Company Owned Vessel and Parent Company Leased Vessel. Each Parent Company Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or The Company and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Company Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Company Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Company Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsementscertificates, each of which is valid, that are required for the operation of such Parent Company Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) Each Parent Company Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from overdue conditions or recommendations affecting class and valid through the date of this Agreement and, to the knowledge Knowledge of Parentthe Company, (i) no event has occurred and no condition exists that would cause such Parent Company Vessel’s class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Company Owned Vessels, as of either the date hereof, Parent Company or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Company Vessel and has good title to such Parent Owned Vessel, Company Vessel free and clear of all Liens other than Company Permitted Liens Liens. (d) Prior to the date of this Agreement, the Company has made available to Parent true and Liens that would not, individually or in complete copies of the aggregate, have a Parent Material Adverse Effectmost recent SIRE inspection reports relating to each Company Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a5.14(a) of the Parent Disclosure Letter contains a list list, as of the date of this Agreement, of all vessels owned as of the date hereof by Parent or any of its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent or any of its Subsidiaries pursuant to charter arrangements (the “Parent Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsementscertificates, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from overdue conditions or recommendations affecting class and valid through the date of this Agreement and, to the knowledge Knowledge of Parent, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Owned Vessels, as of the date hereof, either Parent or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Parent Permitted Liens Liens. (d) Prior to the date of this Agreement, Parent has made available to the Company true and Liens that would not, individually or in complete copies of the aggregate, have a most recent SIRE inspection reports relating to each Parent Material Adverse EffectVessel.

Vessels; Maritime Matters. (a) Section 5.17(a4.12(a) of the Parent GOGL Disclosure Letter contains a list of all vessels owned as of the date hereof by Parent or its Subsidiaries any GOGL Company (the “Parent "Owned Vessels”") or chartered-in as of the date hereof by Parent or any of its Subsidiaries GOGL Company pursuant to charter arrangements (the “Parent "Leased Vessels”"), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, and whether such Parent Vessel is currently operating in the spot market or time chartered market, of each Parent Owned Vessel and Parent Leased Vessel. Each Parent Vessel is operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent GOGL Material Adverse Effect. Parent or its applicable Subsidiary Each GOGL Company is qualified to own and operate the Parent Owned Vessels under applicable Laws, including the Laws of each Parent Owned Vessel’s 's flag state, except where such failure to be qualified would not have a Parent GOGL Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure to be qualified would not have a Parent GOGL Material Adverse Effect. (b) Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the date of this Agreement and, to the knowledge Knowledge of ParentGOGL, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s 's class to be suspended or withdrawn withdrawn, and (ii) is free of average damage affecting its class. (c) With respect to each of the Parent Owned Vessels, as one of the date hereof, Parent or one of its SubsidiariesGOGL Companies, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Permitted Liens Liens. (d) Prior to the date of this Agreement, the GOGL Companies have made available to KSL or its representatives accurate, complete and Liens that would not, individually or in correct copies of the aggregate, have a Parent Material Adverse Effectmost recent inspection reports relating to each Vessel.

Vessels; Maritime Matters. (a) Section 5.17(a) 3.20 of the Parent Company Disclosure Letter contains a list of all vessels owned true, complete and accurate list, as of the date hereof of this Agreement, (i) all vessels wholly owned by Parent or its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of the date hereof by Parent Company or any of its Subsidiaries (the “Parent Wholly Owned Vessels”), (ii) all vessels chartered-in by the Company or any of its Subsidiaries pursuant to charter arrangements (the “Leased Vessels”) or (iii) any other vessels in which the Company or any of its Subsidiaries have an ownership interest (together with the Wholly Owned Vessels and the Leased Vessels, the “Vessels”), including the name, registered owner, capacity (dwt), gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market, ) and manager (commercial or technical) of each Parent Owned Vessel Vessel. (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and Parent Leased Vessel. Each Parent its Subsidiaries, taken as a whole, each Vessel is (i) seaworthy, (ii) has been class maintained without any outstanding conditions or recommendations that have not been complied with under the terms thereof, (iii) operated in compliance with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or its applicable Subsidiary is qualified to own and operate the Parent Owned Vessels under applicable Laws, including the Laws of each Parent Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, (iv) has all national and international operating and trading certificates and endorsementscertificates, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where (v) properly registered in the name of the legal owner under and pursuant to the flag and law of each Vessel’s applicable country of flagship, and, to the Knowledge of the Company, all fees due and payable in connection with such failure registration have been paid and (vi) is supplied with spare parts at levels consistent with operational needs as reasonably determined by the Company or its Subsidiaries. Except as would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, each of the Company and its Subsidiaries are qualified to own and operate its Wholly Owned Vessels under applicable Laws, including the Laws of each Wholly Owned Vessel’s flag state. (bc) Each Parent Vessel is classed by a classification society which that is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates that are free from overdue conditions or recommendations affecting class and that are valid through the date of this Agreement and, to the knowledge Knowledge of Parentthe Company, (i) no event has occurred and no outstanding condition exists that would cause such Parent Vessel’s class to be suspended or withdrawn and withdrawn. (d) No Vessel (i) is under arrest or otherwise detained or (ii) other than in the ordinary course of business, is free in possession of average damage affecting its classany Person (other than such Vessel’s master and crew). (ce) To the Knowledge of the Company, no blacklisting or boycotting of any type exists in respect of any Vessel. (f) There are no outstanding options or other rights to purchase any Vessel. (g) With respect to each of the Parent Wholly Owned Vessels, as of either the date hereof, Parent Company or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Permitted Liens and Liens that would not, individually or in the aggregate, have a Parent Material Adverse EffectLiens.

Vessels; Maritime Matters. (a) Section 5.17(a5.12(a) of the Parent Disclosure Letter contains a list of all vessels owned vessels, as of the date hereof of this Agreement, owned by Parent or any of its Subsidiaries (the “Parent Owned Vessels”) or chartered-in as of by the date hereof by Parent Company or any of its Subsidiaries pursuant to charter arrangements (the “Parent Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, official number, flag state, charterer (and whether such Parent Vessel charterer is currently operating in the spot market or time chartered charter market), the pool in which entered, and manager (commercial or technical), of each Parent Owned Vessel and Parent Leased Vessel. . (b) Each Parent Vessel is operated in compliance in all material respects with all applicable Maritime Guidelines and Laws, except where such failure to be in compliance would not have a Parent Material Adverse Effect. Parent or and each of its applicable Subsidiary is Subsidiaries are qualified to own and operate the Parent Owned Vessels under applicable LawsLaws in all material respects, including the Laws of each Parent Owned Vessel’s flag state, except where such failure to be qualified would not have a Parent Material Adverse Effect. Each Parent Vessel is seaworthy and in good operating condition, and has all national and international operating and trading certificates and endorsements, each of which is valid, that are required for the operation of such Parent Vessel in the trades and geographic areas in which it is operated, except where such failure would not have a Parent Material Adverse Effect. (b) . Each Parent Vessel is classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all possesses class and trading certificates free from conditions or recommendations affecting class and valid through the date of this Agreement Closing Date and, to the knowledge Knowledge of Parent, (i) no event has occurred and no condition exists that would cause such Parent Vessel’s class to be suspended or withdrawn and (ii) is free of average damage affecting its classwithdrawn. (c) With respect to each of the Parent Owned Vessels, as of the date hereof, either Parent or one of its Subsidiaries, as applicable, is the sole owner of each such Parent Owned Vessel and has good title to such Parent Owned Vessel, Vessel free and clear of all Liens other than Parent Permitted Liens and Liens that would notLiens. (d) Except as set forth in Section 5.12(d) of the Parent Disclosure Letter, individually as of the date of this Agreement, no Parent Vessel has been permitted by Parent or in the aggregateits Subsidiaries to carry, have a Parent Material Adverse Effector contract to carry, crude petroleum or other “dirty” cargoes.