Common use of Vessels Clause in Contracts

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 the most recent reports, surveys or inspections of the Owned Vessels by any classification society; and (2) to the Seller's and Company's Knowledge, all true and complete copies of the other most recent reports, surveys, or inspection of the Owned Vessels in its possession by any marine surveyor, governmental authority, naval architect or other person. Except as set forth in Section 5.15(d) of the Disclosure Schedule, no violation, recommendation or exception noted in the course of any such survey or inspection remains uncorrected. (e) At Closing, the Owned Vessels will be in substantially the same condition as at the time of the Buyer’s inspection, ordinary wear and tear excepted, except for any casualty that is an insured claim and would not result in a Material Adverse Effect. (f) Except as set forth in Section 5.15(f) of the Disclosure Schedule, each of the Owned Vessels is duly and validly documented in the name of one of the Consolidated Subsidiaries, as indicated on Section 5.15(a) of the Disclosure Schedule, under the laws and flag of St. Vxxxxxx & the Grenadines. (g) Each Owned Vessel and Chartered Vessel has all licenses, permits, certificates, registrations, approvals and other authorizations (including Certificates of Financial Responsibility (Water Pollution)) that are required by applicable Law or otherwise necessary to permit operation of the Owned Vessels and Chartered Vessels as currently operated and all such licenses, permits, certificates, registrations, approvals and other authorizations are valid and current. There are no material outstanding restrictions or limitations imposed by any governmental agency or authority with respect to the Owned Vessels or Chartered Vessels or the operations thereof. (h) None of the Owned Vessels has been used in violation of any Laws that would subject such vessel to an in rem claim or to arrest, seizure or forfeiture by any governmental agency or authority.

Vessels. (a) Section 5.15(aSchedule 4.13(a) of the Disclosure Schedule hereto sets forth a true and correct list of all vessels owned, leased, chartered or managed by each Vessel used in the businesses of the Company or any Consolidated Subsidiary Companies on the date hereof and the Vessel’s record owner and vessel type. Copies Coast Guard Official Number of each Vessel’s classification certificate (such vessels, including related spare parts, stores and records have been provided supplies, being referred to Buyer showing other information and particulars, classification status (herein as applicable, and including any recommendations"Company Vessels"), all of which . No Company Vessel is either laid up or being held for sale on the date hereof. All Company Vessels are true and correct. Vessels identified in Section 5.15(a) of the Disclosure Schedule as wholly owned by the Company Companies and the Companies have good title to each such vessel free and clear of all Liens, except for (i) Liens that collateralize indebtedness that is properly reflected in the December Balance Sheet; (ii) Liens for Taxes accrued but not yet payable; (iii) Permitted Liens, provided that the obligations collateralized by such Permitted Liens are not delinquent or a Consolidated Subsidiary are referred to hereinafter singularly as an “Owned Vessel” being contested in good faith and, except with respect to the matters disclosed on Schedule 4.19, in no event shall such contested obligations, individually or in the pluralaggregate, as “Owned Vessels”exceed $50,000 in the aggregate. Those Vessels identified Schedule 4.13(a) contains a list of all Liens (other than Permitted Liens that collateralize obligations that are not delinquent or that are being contested in Section 5.15(cgood faith and, except with respect to the matters disclosed on Schedule 4.19, do not exceed $50,000 in the aggregate) on vessels collateralizing indebtedness on the December Balance Sheet and any guaranty or other credit support arrangement pursuant to which any of the Disclosure Schedule as chartered in by Companies has guaranteed an obligation of any Affiliate where vessels are the Company or a Consolidated Subsidiary are referred to hereinafter singularly as a “Chartered Vessel” and, in the plural, as “Chartered Vessels”collateral. (b) The Consolidated Subsidiaries, as indicated No Company operates any vessel other than the vessels owned by the Companies and listed 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 EncumbrancesSchedule 4.13(a). (c) Section 5.15(cWith respect to each Company Vessel and except as indicated on Schedule 4.13(c), (i) such Company Vessel is lawfully and duly documented under the flag of the Disclosure nation listed on Schedule sets forth a true 4.13(a) for such Company Vessel, (ii) such Company Vessel is afloat and correct list in satisfactory operating condition for charter, (iii) such Company Vessel holds in full force and rights required for operation in the manner vessels of each charter and other agreement governing its kind are being operated in the Company’s and Consolidated Subsidiaries’ use of the Chartered Vessels geographical area in which such Company Vessel is presently being operated, (each, a “Vessel Charter” and collectively the “Vessel Charters”). The Seller has provided iv) to the Buyer true and complete copies knowledge 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 Companies, no event has committed any breach of a Vessel Charter occurred and no condition exists (other than normal wear and tear) that would permit termination materially or adversely affect the condition of such charter Company Vessel the cost of which to repair, individually or agreement prior to in the expiration of its stated term. (d) The Seller has provided the Buyer access to (1) true and complete copies of the most recent reportsaggregate, surveys or inspections of the Owned Vessels by any classification society; exceeds $75,000, and (2v) to the Seller's and Company's Knowledge, all true and complete copies of the other most recent reports, surveys, or inspection of the Owned Vessels in its possession by any marine surveyor, governmental authority, naval architect or other person. Except as set forth in Section 5.15(d) of the Disclosure Schedule, no violation, recommendation or exception noted in the course of any such survey or inspection remains uncorrected. (e) At Closing, the Owned Vessels will be in substantially the same condition as at the time of the Buyer’s inspection, ordinary wear and tear excepted, except for any casualty that is an insured claim and would not result in a Material Adverse Effect. (f) Except as set forth in Section 5.15(f) of the Disclosure Schedule, each of the Owned Vessels is duly and validly documented in the name of one of the Consolidated Subsidiaries, as indicated on Section 5.15(a) of the Disclosure Schedule, under the laws and flag of St. Vxxxxxx & the Grenadines. (g) Each Owned Vessel and Chartered Vessel has all licenses, permits, certificates, registrations, approvals and other authorizations (including Certificates of Financial Responsibility (Water Pollution)) that are required by applicable Law or otherwise necessary to permit operation of the Owned Vessels and Chartered Vessels as currently operated and all such licenses, permits, certificates, registrations, approvals and other authorizations are valid and current. There are no material outstanding restrictions or limitations imposed by any governmental agency or authority with respect to the Owned Vessels or Chartered Vessels or the operations thereof. (h) None any Company Vessel which is classed, such vessel is in class, free of any recommendations of which any of the Owned Vessels Companies has been used in violation of any Laws that would subject such vessel to an in rem claim or to arrest, seizure or forfeiture by any governmental agency or authorityinformed.

Vessels. (aA) Section 5.15(a) Each of the Disclosure Schedule sets forth a true and correct list of each Vessel used vessels described in the businesses of Registration Statement, the Company or any Consolidated Subsidiary General Disclosure Package 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 (Prospectus 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 being owned by the Company or a Consolidated any Subsidiary are referred to hereinafter singularly as an “Owned Vessel” and, in the plural, as described therein (“Owned Vessels”. Those Vessels identified ) has been duly and validly registered in Section 5.15(c) the name of a Subsidiary under the laws and regulations and flag of the Disclosure Schedule as chartered in nation of its registration and is owned directly by the Company or a Consolidated such 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, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. Each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and encumbrances all defects of any nature whatsoeverthe title of record except for those liens arising under Credit Facilities, except Permitted Encumbranceseach as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. (cB) Section 5.15(c) Each memorandum of agreement or option agreement to which the Company or any of its Subsidiaries is a party to purchase any vessels as described in the Registration Statement, the General Disclosure Schedule sets forth a true Package and correct list the Prospectus has been duly authorized and has been executed and delivered by the respective parties thereto, and the Company has no reason to believe that such agreements do not constitute valid and binding agreements of each charter such party enforceable in all material respects against each such party in accordance with its terms. Upon exercise of its rights to acquire any vessel as provided for in any such memorandum of agreement or option agreement, the Company or applicable Subsidiary will have an enforceable right to acquire the vessel subject to the same. (C) Any vessel currently being built for the Company or any Subsidiary (a “NewBuild Vessel”) is disclosed in the Registration Statement, the General Disclosure Package and other agreement governing the Company’s Prospectus. Each applicable Subsidiary has all rights, title and Consolidated Subsidiaries’ use interest as purchaser of the Chartered each NewBuild Vessel under a shipbuilding contract for such NewBuild Vessels (each, a “Vessel Charter” and collectively the “Vessel ChartersShipbuilding Contract”). The Seller has provided , free of any mortgages, pledges, liens, security interests, claims, restrictions or encumbrances except for those liens arising under Credit Facilities or as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus; and (B) all instalments which were due to be paid under each Shipbuilding Contract up to and including the date hereof have been duly paid and there are no defaults or breaches by the applicable Subsidiary or, to the Buyer true Company’s knowledge, by the builder of the applicable NewBuild Vessel, under any Shipbuilding Contract, in any such case which would permit the builder to terminate such Shipbuilding Contract or entitle the builder to delay delivery of the applicable NewBuild Vessel for more than ten (10) days. Each Shipbuilding Contract has been duly authorized and complete copies of each Vessel Charter, as now in effect, including all amendments has been executed and other modifications delivered by the respective parties thereto, and all the Company has no reason to believe that such charters and agreements remain do not constitute valid and binding on the parties thereto agreements of each such party enforceable in all material respects against each such party in accordance with their its 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. (dD) The Seller has provided the Buyer access to (1) true and complete copies of the most recent reports, surveys or inspections Each of the Owned Vessels by any classification society; and (2) is in good standing with respect to the Seller's payment of past and Company's Knowledgecurrent taxes, all true fees and complete copies other amounts payable under the laws of the other most recent reports, surveys, or inspection of the Owned Vessels jurisdiction in its possession by any marine surveyor, governmental authority, naval architect or other person. Except as set forth in Section 5.15(d) of the Disclosure Schedule, no violation, recommendation or exception noted in the course of any such survey or inspection remains uncorrected. (e) At Closing, the Owned Vessels will be in substantially the same condition as at the time of the Buyer’s inspection, ordinary wear and tear exceptedwhich it is registered, except for any casualty that is an insured claim and where such lien or defect of title or record would not result in a Material Adverse Effect. (fE) Except as set forth in Section 5.15(f) of the Disclosure Schedule, each Each of the Owned Vessels is duly and validly documented operated in compliance with the name rules, codes of one of the Consolidated Subsidiariespractice, as indicated on Section 5.15(a) of the Disclosure Scheduleconventions, under the laws and flag of St. Vxxxxxx & the Grenadines. (g) Each Owned Vessel and Chartered Vessel has all licensesprotocols, permitsguidelines or similar requirements or restrictions imposed, certificates, registrations, approvals and other authorizations (including Certificates of Financial Responsibility (Water Pollution)) that are required by applicable Law published or otherwise necessary to permit operation of the Owned Vessels and Chartered Vessels as currently operated and all such licenses, permits, certificates, registrations, approvals and other authorizations are valid and current. There are no material outstanding restrictions or limitations imposed promulgated by any governmental agency authority, classification society or authority with respect insurer applicable to the respective Owned Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date hereof, except where such failure to be in compliance would not result in a Material Adverse Effect. The Company and each applicable Subsidiary are qualified to own or lease, as the case may be, and operate such Owned Vessels or Chartered Vessels or under all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the operations thereoflaws, regulations and orders of each such vessel’s flag state, in each case as in effect on the date hereof, except where such failure to be so qualified would not result in a Material Adverse Effect. (h) None of the Owned Vessels has been used in violation of any Laws that would subject such vessel to an in rem claim or to arrest, seizure or forfeiture by any governmental agency or authority.

Vessels. (a) Set forth on Section 5.15(a) 4.17 of the Disclosure Schedule sets forth is a true and correct list of each Vessel used in all vessels owned (the businesses “Owned Vessels”) by any of the Company or any Consolidated Subsidiary and Acquired Subsidiaries as of the Vessel’s record owner and vessel typedate hereof. Copies Upon the transfer of each Vessel’s classification certificate and records have been provided the Owned Vessels pursuant to Buyer showing other information and particulars, classification status (as applicable, and including any recommendationsSection 3.1(g), all no Acquired Subsidiary, including Energy Logistics, Inc. and, for purposes of which are true and correctthis Section 4.17(a) only, Liberty Services, Inc., will own any vessels. Vessels identified in Set forth on Section 5.15(a) 4.17 of the Disclosure Schedule is a list of all customer owned vessels operated by employees of the Acquired Subsidiaries as owned by of the Company or a Consolidated Subsidiary are referred to hereinafter singularly as an date hereof (the “Owned Vessel” and, in the plural, as “Customer Owned Vessels”). Those Vessels identified in Section 5.15(c) Upon the transfer of the Disclosure Schedule as chartered in by Owned Vessels, the Company entry into the Secondment Agreement and the amendment or a Consolidated Subsidiary are referred termination of any agreements related to hereinafter singularly as a “Chartered Vessel” the Customer Owned Vessels, no Acquired Subsidiary, including Energy Logistics, Inc. and, for purposes of this Section 4.17(a) only, Liberty Services, Inc., will operate or charter any vessels or engage in any other activity subject to the pluralMerchant Marine Act of 1920 at the Effective Time, as “Chartered except for the operation of the Customer Owned Vessels”. There are no charter agreements between any Acquired Subsidiary, including Energy Logistics, Inc. and, for purposes of this Section 4.17(a) only, Liberty Services, Inc., and any customers or any other person related to the Customer Owned Vessels. (b) The Consolidated SubsidiariesImmediately prior to the transfer of the Owned Vessels pursuant to the bills of sale between Xxxxx M/O Services, as indicated on Inc. and Baker Vessels, Inc, Xxxxx/MO Services, Inc. will be the sole owner of the Owned Vessels, and each Owned Vessel will be free and clear of any Encumbrances. As of the Closing Date, Xxxxx M/O Services, Inc has transferred full and marketable title to the Owned Vessels, free and clear of any encumbrances, to Xxxxx Vessels, Inc. Baker Vessels, Inc., Xxxxx/MO Services, Inc., Xxxxx Holdings Corp and Baker are citizens of the United States with the meaning of Section 5.15(a50501 (a) and (d) of Xxxxx 00, Xxxxxx Xxxxxx Code. (c) Each of the Disclosure ScheduleOwned Vessels was constructed in the United States and, are to the sole owners of extent any Owned Vessel has been rebuilt, was rebuilt in the United States, and therefore each of the Owned Vessels with good and merchantable title thereto, and except for charters or obligations is entitled to trade in the US coastwise trades as between or among the Company and Consolidated Subsidiaries or as otherwise shown described in Section 5.15(b55101(a) of the Disclosure ScheduleXxxxx 00, 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 termXxxxxx Xxxxxx Code. (d) The Seller has provided eight Owned Vessels listed below currently are documented under the Buyer access to (1) true and complete copies laws of the most recent reportsUnited States by the United States Coast Guard with a valid coastwise endorsement with no restrictions noted on the certificate of documentation. Name Official Number BENGAL 1 592166 BOB 528623 XXXXX 641600 XXX 566353 Name Official Number XXXXX 523723 XXXX 544299 XXXXX 635317 SOUTH FORK 524813 The remaining nine Owned Vessels each hold a Boat Registration Certificate issued by the State of Louisiana Department of Wildlife and Fisheries Boat Registration and are permitted to operate in the US coastwise trades as described in Section 55101(a) of Xxxxx 00, surveys or inspections Xxxxxx Xxxxxx Code and engage in all other services in which they have been and are currently engaged. Each of the Owned Vessels holding a Boat Registration Certificate issued by any classification society; the State of Louisiana Department of Wildlife and (2) Fisheries is in full compliance with all rules and regulations associated with such registration and applicable to the Seller's and Company's Knowledge, all true and complete copies of the other most recent reports, surveys, or inspection of the such Owned Vessels in its possession by any marine surveyor, governmental authority, naval architect or other person. Except as set forth in Section 5.15(d) of the Disclosure Schedule, no violation, recommendation or exception noted in the course of any such survey or inspection remains uncorrectedVessels. (e) At Closing, Each of the Owned Vessels will be in substantially documented with the same condition as at the time United States Coast Guard has been issued a Certificate of the Buyer’s inspection, ordinary wear Inspection and tear exceptedeach Certificate is current and, except for any casualty that is an insured claim and would not result in a Material Adverse Effectas specifically noted on the Certificate, there are no requirements or restrictions on use applicable to each respective Owned Vessel. (f) Except as set forth in Section 5.15(f) of the Disclosure Schedule, each Each of the Owned Vessels not currently laid up is duly well maintained and validly documented in the name of one of the Consolidated Subsidiaries, as indicated on Section 5.15(a) of the Disclosure Schedule, under the laws and flag of St. Vxxxxxx & the Grenadinesfully operational. (g) Each Owned Vessel and Chartered Vessel has all licenses, permits, certificates, registrations, approvals and other authorizations (including Certificates of Financial Responsibility (Water Pollution)) that are required by applicable Law or otherwise necessary to permit operation of the Owned Vessels and Chartered Vessels as currently operated and all such licenses, permits, certificates, registrations, approvals and other authorizations are valid and current. There are no material outstanding restrictions or limitations imposed by any governmental agency or authority with respect to the Owned Vessels or Chartered Vessels or the operations thereof. (h) None of the Owned Vessels has been used in violation of any Laws that would subject such vessel to an in rem claim or to arrest, seizure or forfeiture by any governmental agency or authority.

Vessels. (a) Section 5.15(aWith respect to the Owned Vessels, ------- a SMIT Subsidiary is the sole owner of each Owned Vessel owned by it and has good title to each such vessel free and clear of all Liens, except for (i) Liens for Taxes accrued but not yet payable and (ii) Permitted Liens, provided that the obligations collateralized by such Permitted Liens are not delinquent or are being contested in good faith and, except with respect to the matters disclosed on Schedule 4.15, in no event shall such contested obligations, individually or in the aggregate, exceed $100,000 in the aggregate. Schedule 4.12(a) contains a list of all Liens on vessels collateralizing indebtedness on the SMIT Balance Sheets and any guaranty or other credit support arrangement pursuant to which any SMIT Subsidiary has guaranteed an obligation of any other member of the Disclosure Schedule sets forth a true and correct list of each Vessel used in SMIT Group where vessels are 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”collateral. (b) The Consolidated SubsidiariesSchedule 4.12(b) hereto sets forth a list of each JV Vessel. To the Sellers' Knowledge, as indicated on Section 5.15(a) of with respect to the Disclosure ScheduleJV Vessels, are a JV Company is the sole owners owner of each of the Owned Vessels with JV Vessel owned by it and has 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 to each such vessel free and clear of all liensLiens, claims except for (i) Liens that collateralize indebtedness that is properly reflected in the JV Balance Sheet of such JV Company; (ii) Liens for Taxes accrued but not yet payable; (iii) Permitted Liens, provided that the obligations collateralized by such Permitted Liens are not delinquent or are being contested in good faith and, except with respect to the matters disclosed on Schedule 4.15, in no event shall such contested obligations, individually or in the aggregate, exceed $100,000 in the aggregate. To the Sellers' Knowledge, Schedule 4.12(b) contains a list of all Liens on vessels collateralizing indebtedness on the JV Balance Sheets and encumbrances any guaranty or other credit support arrangement pursuant to which any JV Company has guaranteed an obligation of any nature whatsoever, except Permitted Encumbrancesother member of the SMIT Group where vessels are the collateral. (c) Section 5.15(c) To the Sellers' Knowledge, none 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 JV Companies bareboat charters in any vessels except from another member of the Chartered Vessels (each, a “Vessel Charter” SMIT Group 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 none of the SellerJV Companies charters in or operates, the Company or under any agreement forms other than a bareboat charter, any vessels other than those that are owned by another member 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 termSMIT Group. (d) The Seller has provided [RESERVED] (e) With respect to each Owned Vessel and each JV Vessel and except as indicated on Schedule 4.12(e), (i) such Owned Vessel is and, to the Buyer access to (1) true Sellers' Knowledge, such JV Vessel is lawfully and complete copies duly documented under the flag of the most recent reportsnation listed on Schedule 3.1(a) or 4.12(b) for such Vessel Asset and such Owned Vessel and, surveys to the Sellers' Knowledge, such JV Vessel otherwise qualified to operate in the trades where it is presently operating, (ii) such Owned Vessel is and, to the Sellers' Knowledge, such JV Vessel is in good operating condition and repair, consistent with its age, and has been maintained and serviced in accordance with the SMIT Group's normal practices and in the normal course of business, (iii) such Owned Vessel holds and, to the Sellers' Knowledge, such JV Vessel holds in full force and affect all certificates, licenses, permits and rights required for operation in the manner vessels of its kind are being operated in the geographical area in which such Vessel Asset is presently being operated, (iv) to the Sellers' Knowledge, no event has occurred and no condition exists that would materially or inspections adversely affect the condition of the Owned Vessels by any classification society; such Vessel Asset and (2v) with respect to any Owned Vessel which is classed and, to the Seller's and Company's Knowledge, all true and complete copies any JV Vessel which is classed, such vessel is in class, free of any recommendations of which SMIT or any member of the other most recent reports, surveys, or inspection of the Owned Vessels in its possession by any marine surveyor, governmental authority, naval architect or other person. Except as set forth in Section 5.15(d) of the Disclosure Schedule, no violation, recommendation or exception noted in the course of any such survey or inspection remains uncorrected. (e) At Closing, the Owned Vessels will be in substantially the same condition as at the time of the Buyer’s inspection, ordinary wear and tear excepted, except for any casualty that is an insured claim and would not result in a Material Adverse EffectSMIT Group has been informed. (f) Except To the Sellers' Knowledge, except for the Owned Vessels, the JV Vessels and as set forth in Section 5.15(f) on Schedule 4.12(f), no member of the Disclosure ScheduleSMIT Group owns, each of the Owned Vessels is duly and validly documented in the name of one of the Consolidated Subsidiaries, as indicated on Section 5.15(a) of the Disclosure Schedule, under the laws and flag of St. Vxxxxxx & the Grenadinesoperates or manages any Offshore Vessel. (g) Each Owned Since October 14, 1996, Sellers have continued to maintain their inventory of spare parts (whether on board or ashore) for the Vessel Assets following the same policy and Chartered Vessel has all licensesin the same usual and customary manner as prior to such date, permits, certificates, registrations, approvals and other authorizations (including Certificates any renewal or replacement of Financial Responsibility (Water Pollution)) that are required by applicable Law or otherwise necessary to permit operation spare parts used in the repair of the Owned Vessels and Chartered Vessels as currently operated and all such licenses, permits, certificates, registrations, approvals and other authorizations are valid and current. There are no material outstanding restrictions or limitations imposed by any governmental agency or authority with respect to the Owned Vessels or Chartered Vessels or the operations thereofvessel. (h) None Since October 14, 1996, the Sellers have not: (i) departed from any normal drydock and maintenance practices or discontinued replacement or renewal of spares in operating its fleet with respect to the Owned Vessels Acquired Assets; (ii) deferred any scheduled maintenance on any Vessel Assets; (iii) except as set forth in Schedule 4.12(h) entered into any charter for any Vessel Assets which has a term of longer than six months; (iv) authorized any of, or agreed or committed to do any of, the foregoing actions; or (v) failed to maintain, renew or assist SEACOR in obtaining all necessary Environmental Permits or other permits required for its business and vessels. (i) SMIT has notified SEACOR of any Vessel Asset that has been used in violation drydocked since October 14, 1996 and of any Laws that would subject such vessel insurable or noninsurable loss since October 14, 1996, in each case to an in rem claim or the Sellers' Knowledge with respect to arrest, seizure or forfeiture by any governmental agency or authorityJV Vessel.