Common use of Maritime Matters Clause in Contracts

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated 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 is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (iv) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except as disclosed in the Registration Statement, neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (iA) Each of the vessels described in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any IndebtednessCredit Facilities, each as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (iiB) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iiiC) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses 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 is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (ivD) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (vE) Except as disclosed in the Registration Statement, neither Neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated 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 is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (iv) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except as disclosed in the Registration Statement, neither the Company nor any Subsidiary is a party to or bound by any binding memorandum, option, agreement, agreement or instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (iA) Each of the vessels described in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement as being owned by the Company or any Subsidiary as described therein (“"Owned Vessels”") has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement a Subsidiary under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s 's title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by the Company or such entity Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. Each such entity Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for maritime liens incurred in the ordinary course and those liens arising under any IndebtednessCredit Facilities, each as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (iiB) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iiiC) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) Owned Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Owned Vessel (collectively, “"Maritime Guidelines”") and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses 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 is not resulting or would not reasonably be expected to 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 Operated Owned Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s 's flag state, in each case as in effect on the date hereof, except where such failure to be so qualified is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (ivD) Each of the Operated Owned Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Owned Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (vE) Except Each memorandum of agreement or option agreement to which the Company or any of its Subsidiaries is a party to purchase any vessels as disclosed described in or filed as an exhibit to the Registration Statement, neither the General Disclosure Package and 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 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. (F) Neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding agreement pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (ia) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being Ship owned by a Conveyed Company (in such capacity, the Company or any Subsidiary (“Owned VesselsConveyed Shipowner”) has been duly and validly is registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and laws, regulations and flag of the nation relevant Governmental Authority, in the sole ownership of its registration; such Conveyed Shipowner, as set forth on Schedule 3.23(a) of the Seller Disclosure Letter, and no other action is necessary under the applicable Laws where such ship is registered to establish and perfect such entityConveyed Shipowner’s title to and ownership interest in any of the Owned Vessels such Ship as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement. (ii) Each of the Owned Vessels owned Ship is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws Laws of the jurisdiction in which where it is registered, and is in compliance with all applicable Laws of such jurisdiction, as would affect its registration with the relevant Governmental Authority of such jurisdiction except for any failure failures of compliance which would not not, individually or in the aggregate, and if left un-remedied, either result in the suspension or cancellation of such Ship’s registration or a Material Adverse Effect. (iiib) Each Ship is entered with a classification society as set forth on Schedule 3.23(b) of the vessels described in Seller Disclosure Letter, and has the Registration Statementclassification notation or rating assigned as therein provided, and, except as set forth on Schedule 3.23(b) of the General Seller Disclosure Package and Letter, is free of any material overdue classification condition, recommendation or other class requirement notified to the Prospectus as being owned or bareboat chartered Conveyed Shipowner by the Company or any Subsidiary as described therein classification society. (“Operated Vessels”c) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Vessel (collectively, “Maritime Guidelines”) and all applicable internationalAll classification, national, state and local conventions, laws, regulations, orders, Governmental Licenses international trading and other certificates required for the current operation of the Ships are valid and in effect and each Ship has on board all class and international trading certificates necessary for such operation, which certificates are free of all material conditions and recommendations, except as set forth on Schedule 3.23(c) of the Seller Disclosure Letter. Except as set forth on Schedule 3.23(c) of the Seller Disclosure Letter, to the Knowledge of Seller, there are currently no pending requirements (includingfor any of the Ships’ classification, without limitationor any of the Ships’ operational approvals, all Environmental Laws)authorizations, licenses, Permits, or any of the Ships’ trading or other such certificates, to be withdrawn or modified, except, in each case case, as in effect on the date hereof, except where such failure to be in compliance is not resulting or would not reasonably be expected to result be material to any of the Conveyed Companies. (d) Each Ship is maintained in a Material Adverse Effect. The Company all material respects in accordance with and each applicable Subsidiary are qualified to own the ship maintenance requirements imposed by its flag state and classification society, is afloat or lease, as the case may bein dry-dock, and operate has been submitted by its Conveyed Shipowner for such Operated Vessels under all applicable international, national, state periodic or other surveys or material inspections as required by the relevant classification society and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each Governmental Authority. Each Ship is in such vessel’s flag state, in each case as in effect on the date hereof, except where such failure to be so qualified is not resulting or condition that it would not reasonably be expected by its Conveyed Shipowner to result be detained by any competent Governmental Authority in a Material Adverse Effectrelation to such Ship’s operations for any material deficiency, except as set forth on Schedule 3.23(d) of the Seller Disclosure Letter. (e) None of the Ships is (i) under, or, to the Knowledge of Seller, threatened with, arrest, blacklisting, boycotting, confiscation, detention, forfeiture, injunction, requisition, sanctions restrictions, seizure or other taking; (ii) in the possession of any Person other than her master and crew; (iii) subject to, or, to the Knowledge of Seller, threatened with, any material action or material Order, suit, litigation, legal proceeding or arbitration involving any competent Governmental Authority having jurisdiction over such Ship; or (iv) subject to any actual, or, to the Knowledge of Seller, threatened, actions, claims or Liens whatsoever other than any Permitted Liens. (f) Each of the Operated Vessels Ship is classed properly manned by a classification society which is a full member of the International Association of Classification Societies an appropriately certificated master, officers and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendationscrew, in each case based on compliance in all material respects with all Laws applicable to such Ship’s operations. (g) Each Ship is insured in the classification amounts, against the risks and certification requirements with the underwriters, and is entered into the protection and indemnity societies, as set forth in effect on the insurance certificates made available by Seller to Purchaser prior to the date hereof. (vh) Except as disclosed in the Registration StatementThere are no options or rights of first or last refusal or other similar rights granted by any Conveyed Shipowner or Affiliate with respect to any Ship, neither the Company nor including title transfer triggers, or executory Contracts to which any Subsidiary Conveyed Shipowner or Affiliate is a party in relation to the purchase or bound by other acquisition, the sale or other disposal, or the chartering or leasing of any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vesselsShip.

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus Statement and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each Indebtedness as disclosed in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in material compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated 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 is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (iv) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens arising under any Indebtedness, each Indebtedness as disclosed in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in material compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated 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 is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (iv) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus Statement and the Prospectus Supplement as being owned by the Company or any Subsidiary subsidiary as described therein (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement a subsidiary under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by the Company or such entity subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, Prospectus Statement and the Prospectus SupplementProspectus. Each such entity subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for maritime liens incurred in the ordinary course and those liens arising under any IndebtednessCredit Facilities, each as disclosed in the Registration Statement, Prospectus Statement and the Prospectus SupplementProspectus. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) Owned Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Owned Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. The Company and each applicable Subsidiary subsidiary are qualified to own or lease, as the case may be, and operate such Operated Owned Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected expect to result in a Material Adverse Effect. (iv) Each of the Operated Owned Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Owned Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except Each memorandum of agreement or option agreement to which the Company or any of its subsidiaries is a party to purchase any vessels as disclosed described in or filed as an exhibit to the Registration StatementStatement and the Prospectus has been duly authorized and has been executed and delivered by the respective parties thereto, neither and the Company has no reason to believe that such agreements do not constitute valid and binding agreements of each 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. vi) Neither the Company nor any Subsidiary subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding agreement pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (iA) Each of the vessels described in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement as being owned by the Company or any Subsidiary as described therein (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement a Subsidiary under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by the Company or such entity Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. Each such entity Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for maritime liens incurred in the ordinary course and those liens arising under any IndebtednessCredit Facilities, each as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (iiB) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iiiC) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) Owned Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Owned Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses 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 is not resulting or would not reasonably be expected to 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 Operated Owned Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected expect to result in a Material Adverse Effect. (ivD) Each of the Operated Owned Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Owned Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (vE) Except Each memorandum of agreement or option agreement to which the Company or any of its Subsidiaries is a party to purchase any vessels as disclosed described in or filed as an exhibit to the Registration Statement, neither the General Disclosure Package and 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 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. (F) Neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding agreement pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (i) Each of the vessels described in the Registration Statement, Prospectus and the Prospectus Supplement as being owned by the Company or any Subsidiary (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by such entity free and clear of all liens, claims, security interests or other encumbrances, except such as are described in the Registration Statement, Prospectus and the Prospectus Supplement. Each such entity has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of title of record except for maritime liens incurred in the ordinary course and those liens or encumbrances arising under any Indebtednessapplicable credit facility, loan agreement, sale and leaseback transaction and/or bareboat chartering agreement, each as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement. (ii) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iii) Each of the vessels described in the Registration Statement, the General Disclosure Package Statement and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses governmental licenses and other requirements (including, without limitation, all Environmental LawsLaws (as defined below)), in each case as in effect on the date hereof, except where such failure to be in compliance is not resulting or would not reasonably be expected to 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 Operated Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (iv) Each of the Operated Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (v) Except as disclosed in the Registration Statement, neither the Company nor any Subsidiary is a party to or bound by any memorandum, option, agreement, instrument or understanding pursuant to which it has contracted to purchase, sell or build any shipping vessels.

Maritime Matters. (iA) Each of the vessels described in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus Supplement as being owned by the Company or any Subsidiary as described therein (“Owned Vessels”) has been duly and validly registered in the name of the owner of such Owned Vessel as disclosed in the Registration Statement, Prospectus and the Prospectus Supplement a Subsidiary under the laws and regulations and flag of the nation of its registration; no other action is necessary to establish and perfect such entity’s title to and interest in any of the Owned Vessels as against any third party; and each Owned Vessel is owned directly by the Company or such entity Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. Each such entity Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for maritime liens incurred in the ordinary course and those liens arising under any IndebtednessCredit Facilities, each as disclosed in the Registration Statement, Prospectus the General Disclosure Package and the Prospectus SupplementProspectus. (iiB) Each of the Owned Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction in which it is registered, except for any failure which would not result in a Material Adverse Effect. (iiiC) Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus as being owned or bareboat chartered by the Company or any Subsidiary as described therein (“Operated Vessels”) Owned Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, with moral jurisdiction over, or classification society or insurer applicable to the respective Operated Owned Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses 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 is not resulting or would not reasonably be expected to 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 Operated Owned Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Material Permits governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, 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 is not resulting or would not reasonably be expected to result in a Material Adverse Effect. (ivD) Each of the Operated Owned Vessels is classed by a classification society which is a full member of the International Association of Classification Societies and such Operated Owned Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof. (vE) Except as disclosed in the Registration Statement, neither [Neither the Company nor any Subsidiary is a party to any memorandum of agreement or bound option agreement to purchase any currently operating or existing shipping vessels] [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 or filed as an exhibit to the Registration Statement, the General Disclosure Package and 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 such party enforceable in all material respects against each such party in accordance with its terms. Upon exercise of its rights to acquire any memorandum, option, vessel as provided for in any such memorandum of agreement or option agreement, instrument the Company or understanding applicable Subsidiary will have an enforceable right to acquire the vessel subject to the same.] (F) Neither the Company nor any Subsidiary is a party to any agreement pursuant to which it has contracted to purchase, sell or build any shipping vessels.