MARAD Approval Clause Samples

MARAD Approval. The Perforadora Parties shall use their best efforts to obtain the consent and approval of The United States of America, acting by and through the Secretary of Transportation, represented by the Maritime Administrator (the "MARITIME ADMINISTRATOR"), as soon as practicable, to (a) the assumption by Tonala Delaware of the obligations under the Title XI Bonds and the Title XI Documents upon the transfer of ownership of the Rig to Tonala Delaware as contemplated hereby and (b) the release of any liability of all other parties with respect thereto upon such assumption such that Tonala Delaware shall be the sole obligor under the Title XI Documents (such consent and approval being referred to herein as "MARAD APPROVAL"), such approval to be satisfactory to the Perforadora Parties and Chiles. Such best efforts obligation includes, without limitation, ▇▇▇ ▇▇eparation of documentation with respect to the Intermediate Transactions for the review by the Maritime Administrator (or its designee) and consent of the Maritime Administrator thereto, obtaining the consent of all other parties required in connection therewith and the provision to the Maritime Administrator (or its designee) of such other documents and information that may be requested thereby. Chiles shall cooperate and provide assistance to the Perforadora Pa▇▇▇▇▇ in connection therewith and agrees that, to the extent the Maritime Administrator requires Tonala Delaware to comply with the financial requirements of Section 8(b) of the Title XI Reserve Fund and Financial Agreement (I.E., positive working capital, long-term debt to equity ratio not to exceed two to one, and minimum net worth of $43,575,031), Chiles will cause Tonala Delaware to comply with such requirements ▇▇ ▇▇▇ Effective Date and provide evidence thereof to the Maritime Administrator in connection with the completion of the Merger.

MARAD Approval. Seller shall have delivered to Buyer from the U.S. Maritime Administration either written advice that Section 37 of the Shipping Act, 1916 (46 U.S.C. App. 835) is not operative as of the Closing Date or written approval under such statute of the transactions contemplated by this Agreement.

MARAD Approval. On or prior to the Closing Date, the Initial Purchasers shall have received all consents, approvals, authorizations or other orders of or registration or filing with the MarAd required or, in the reasonable judgment of Banc of America Securities LLC, advisable in connection with the Recapitalization, including either (i) a confirmation by MarAd that upon completion of the Recapitalization and receipt of executed Supplemental Affidavits of U.S. Citizenship of American Seafoods L.P., ASC Management, Inc. and Holdings, MarAd will issue a renewed determination that each of the vessel owing companies of Group set forth in Schedule E hereto (the "Vessel Owning ---------- Companies") (a) is qualified as a United States Citizen within the meaning of Section 2(c) of the Shipping Act, 1916 and (b) is eligible to document its corresponding vessel with a fishery endorsement under the new requirements of 46 U.S.C. (S) 12102(c) which became effective on October 1, 2001 ((a) and (b) shall be collectively referred to herein as a "Favorable MarAd Determination") and the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Rouvelas ▇▇▇▇▇ LLP, regulatory counsel for the Companies and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit E hereto or (ii), in the event MarAd has not delivered a Favorable MarAd Determination on or prior to the Closing Date, the favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Rouvelas ▇▇▇▇▇ LLP, regulatory counsel for the Companies and the Guarantors, dated as of such Closing Date, the form of which is attached as Exhibit F hereto (it being understood and agreed that (i) the affidavits supporting opinion 4 in Exhibit F shall be substantially identical to the affidavits supporting the opinion delivered by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Rouvelas ▇▇▇▇▇ LLP to the Initial Purchasers on April 2, 2002 (the "Pre-Pricing Opinion") and (2) any affidavits in the Pre-Pricing Opinion that were delivered in draft form shall be executed, in the same form, on the Closing Date).

MARAD Approval. The following actions shall be subject to approval by MARAD: (a) Any merger or consolidation of the Company pursuant to Section 2.07. (b) Any change in Articles III (Members; Membership Interests), V (Allocations and Distributions), VI (Management and Operation), X (Resignation, Bankruptcy, etc.) and XI (Dissolution, Liquidation, and Termination). (c) Any change in Schedule A, Members and Sharing Ratios, to add a Member not a U.S. citizen entity or to increase the percentage of Sharing Ratio for non-citizen entities. (d) Any change in Schedule B, Unanimous Consent.

MARAD Approval. The Agent shall have received copies of MARAD documentation approving the increase in the Line of Credit and the amendment to the 900 Foot Floating Drydock Mortgage reflecting such increase.

MARAD Approval. Purchaser has received written approval of the United States Maritime Administration (“MARAD”) to the sale of the Vessel by W▇▇▇▇▇▇▇ to Purchaser, and to the charter or lease-back of the Vessel to W▇▇▇▇▇▇▇, under the terms of this Agreement and the Charter;