Common use of Vessels; Maritime Matters Clause in Contracts

Vessels; Maritime Matters. (a) Schedule 2.15(a) sets forth a complete list of all vessels owned by the Company or any of its Subsidiaries (the “Owned Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, IMO number and flag state. As of the date hereof, neither the Company nor any Subsidiary leases or charters-in pursuant to a leaseback or charter arrangements (the “Leased Vessels” and together with the Owned Vessels, the “Vessels”) any vessel for a period longer than nine (9) months. Except as set forth on Schedule 2.15(a), each Vessel is operated in compliance with all Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each of the Company’s Subsidiaries, as applicable, is qualified to own and operate the applicable Owned Vessel under Applicable Law, including the laws of each Owned Vessel’s flag state, except where such failure to be qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as set forth in Schedule 2.15(b), each Owned Vessel is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and, to the knowledge of the Company, (i) no event has occurred and no condition exists that would cause such Vessel’s class to be suspended or withdrawn, and (ii) has been reasonably maintained consistent with standards generally followed in the industry (ordinary wear and tear excepted). (c) Except as set forth in Schedule 2.15(c), with respect to each of the Owned Vessels, either the Company or one of its Subsidiaries, as applicable, is the sole owner of each such Vessel and has good title to such Vessel free and clear of all Liens, other than Permitted Liens.

Vessels; Maritime Matters. (ai) Schedule 2.15(a) sets forth a complete list of all vessels Each existing vessel owned by the Company or any of its Subsidiaries a Vessel Owning Subsidiary (such vessels, the “Owned Built Vessels”)) and the vessel currently being built for Shinyo Kieran Limited (a Vessel Owning Subsidiary) (such vessel, including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, IMO number and flag state. As of the date hereof, neither the Company nor any Subsidiary leases or charters-in pursuant to a leaseback or charter arrangements (the “Leased VesselsNewBuild Vessel,” and together with the Owned Vessels, Built Vessels are collectively referred to herein as the “Vessels”) any vessel for a period longer than nine (9) months. Except as set forth are listed on Schedule 2.15(a3.2(x), each Vessel . The use of the Built Vessels in the trades in which they are engaged is operated not in compliance with all contravention of any applicable Laws and Maritime Guidelines, except Guidelines where such failure to be in compliance has not had comply with such Laws and Maritime Guidelines would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect on the CompanyEffect. Each of the Company’s Subsidiaries, as applicable, relevant Vessel Owning Subsidiary is qualified under all applicable Laws to own and operate the applicable Owned its respective Built Vessel under Applicable Lawas they are now being owned, including the laws Laws of each Owned Built Vessel’s flag state. Each relevant Vessel Owning Subsidiary is qualified under all applicable Laws to operate its respective Built Vessel as they are now being operated, including the Laws of each Built Vessel’s flag state, except where such any failure to be so qualified would not and would not reasonably be expected to havecause, individually or in the aggregate, a Seller Material Adverse Effect on the CompanyEffect. (bii) Except as set forth in Schedule 2.15(b3.2(x), (A) each Owned Built Vessel is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a another classification society which is a full member of the International Association of Classification Societies and, to the knowledge and is in class with all class and trading certificates for vessels of the Company, same age and type valid through the date of this Agreement and (iB) to Seller’s Knowledge no event has occurred and no condition exists that would cause such Built Vessel’s class to be suspended or withdrawn, and (iiC) has been reasonably maintained consistent with standards generally followed in the industry (ordinary wear and tear excepted)each Built Vessel is free of any outstanding recommendations affecting its class. (ciii) Except as set forth in Schedule 2.15(c3.2(x), with respect to each of the Owned Vessels, either the Company or one of its Subsidiaries, as applicable, applicable Vessel Owning Subsidiary is the sole owner of each such Built Vessel as applicable and has good title to such Vessel Built Vessel, free and clear of all Liens, Encumbrances other than Permitted LiensEncumbrances. (iv) Newbuild Owner has all rights, title and interest as purchaser under the Shipbuilding Contract and the Refund Guarantee free of Encumbrances, except for Permitted Encumbrances, all Installments which were due to be paid thereunder up to and including the date hereof have been duly paid to the Builder and there are no defaults or breaches by Newbuild Owner or, to the Seller’s Knowledge, by the Builder, under the Shipbuilding Contract in any such case which would permit the Builder to terminate the Shipbuilding Contract, or entitle the Builder to delay delivery of the Vessel for more than ten days. (v) The Refund Guarantee is in full force and effect.

Vessels; Maritime Matters. (a) Section 4.13(a) of the Company Disclosure Schedule 2.15(a) sets forth contains a complete list of all vessels owned by the Company or any of its Subsidiaries or Joint Ventures (the “Owned Vessels”) or leased or chartered-in by the Company or any of its Subsidiaries pursuant to leaseback or charter arrangements (the “Leased Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, IMO official number and flag state. As state of the date hereof, neither the Company nor any Subsidiary leases or charters-in pursuant to a leaseback or charter arrangements (the “each Owned Vessel and Leased Vessels” and together with the Owned Vessels, the “Vessels”) any vessel for a period longer than nine (9) monthsVessel. Except as set forth on Schedule 2.15(a)in Section 4.13(a) of the Company Disclosure Schedule, each Vessel is operated in compliance with all Maritime GuidelinesGuidelines and Laws, except where such failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Effect. The Company and each of its Subsidiaries and, to the Company. Each Knowledge of the Company’s Subsidiaries, as applicable, is the Joint Ventures are qualified to own and operate the Owned Vessels under applicable Owned Vessel under Applicable LawLaws, including the laws Laws of each Owned Vessel’s flag state, except where such failure to be qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. (b) Except as set forth in Schedule 2.15(b)Section 4.13(b) of the Company Disclosure Schedule, each Owned Vessel is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full 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 the Company, (i) no event has occurred and no condition exists that would cause such Vessel’s class to be suspended or withdrawn, and (ii) has been reasonably maintained consistent with standards generally followed in the industry (ordinary wear and tear excepted)is free of average damage affecting its class. (c) Except as set forth in Schedule 2.15(c)Section 4.13(c) of the Company Disclosure Schedule, with respect to each of the Owned Vessels, either the Company or one of its Subsidiaries, as applicable, is the sole owner of each such Vessel and has good title to such Vessel free and clear of all Liens, Liens other than Permitted Liens.

Vessels; Maritime Matters. (ai) Except as set forth in Schedule 2.15(a) sets forth a complete list of all vessels 3.2(z), each vessel owned by the Company or any of its Purchaser Vessel Owning Subsidiaries (the “Owned Vessels”), including the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, IMO number and flag state. As of the date hereof, neither the Company nor any Subsidiary leases or charters-in pursuant to a leaseback or charter arrangements (the “Leased Vessels” and together with the Owned Vessels, the “Purchaser Vessels”) any vessel for a period longer than nine (9) months. Except as set forth on Schedule 2.15(a), each Vessel is operated in compliance with all Maritime GuidelinesGuidelines and laws, except where such failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect on the CompanyEffect. Each of the Company’s Subsidiaries, as applicable, The Purchaser is qualified to own and operate the Purchaser Vessels, as applicable, under applicable Owned Vessel under Applicable Lawlaws, including the laws of each Owned Purchaser Vessel’s flag state, except where such failure to be qualified has not and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect on the CompanyEffect. (bii) Except as set forth in Schedule 2.15(b), each Owned Each Purchaser Vessel is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a another classification society which is a full member of the International Association of Classification Societies and is materially in class with all class and trading certificates for vessels of the same age and type valid through the date of this Agreement and, to the knowledge Knowledge of the CompanyPurchaser, (i1) no event has occurred and no condition exists that would cause such Purchaser Vessel’s class to be suspended or withdrawn, and (ii2) has been reasonably maintained consistent with standards generally followed in the industry (ordinary wear and tear excepted)is free of material outstanding recommendations affecting its class. (ciii) Except as set forth in Schedule 2.15(c3.2(z), with respect to each of the Owned Vessels, either the Company or one of its Subsidiaries, as applicable, Purchaser is the sole owner of each such Purchaser Vessel and has good title to such Purchaser Vessel free and clear of all LiensEncumbrances. (iv) Each Purchaser Vessel is maintained and operated in material compliance with all applicable Environmental Laws. (v) The Purchaser Vessels are insured in accordance with the provisions of their respective Charters and ship mortgages thereon and the requirements thereof and all requirements and conditions of such insurance have been complied with. (vi) The Charters under which each Purchaser Vessel is chartered by the relevant special purpose vehicle as disclosed to the Company is listed in Schedule 3.2(z). The Charters are in full force and effect and there are no material defaults or breaches under any Charter. (vii) Each Purchaser Vessel is in compliance in all material respects with all current regulations and requirements (statutory or otherwise) (x) applicable to vessels registered under the laws and flag of the respective jurisdiction in which such Purchaser Vessel is currently registered and (y) applicable to vessels trading in the respective jurisdictions to which such Purchaser Vessel trades. (viii) The Purchaser Vessels have not been employed in any trade or business which is unlawful under the laws of any relevant jurisdiction or in carrying illicit or prohibited goods, other than Permitted Liensor in any manner whatsoever which may render any such Purchaser Vessel liable to condemnation in a court or to destruction, seizure or confiscation.