Vessel Commitments. In relation to the Vessels: (i) each Vessel is properly registered in the name of the relevant Company under and pursuant to the flag and law of the Bahamas and all fees due and payable in connection with such registration have been paid; (ii) each Vessel is entered with Det Norske Veritas (or another classification society of like standing) and has the highest classification rating issued by such society for a vessel of the type, age and class of that Vessel; (iii) each Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if any Vessel is in a port, they are in such condition that they can not be detached by any port state authority or the flag state authority for any deficiency; (iv) each Vessel is owned free of all maritime liens, encumbrances and mortgages except those that have been Disclosed in the Disclosure Schedule and accepted by the Purchaser and the terms of any charters that continue beyond the Closing Date, mortgages and loan documents do not prohibit the sale of any of the Companies; (v) each Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, are in good operating order, condition and repair and are seaworthy and all repairs made to any of the Vessels during the last two years and all known scheduled repairs due to be made and all know deficiencies have been Disclosed in the Disclosure Schedule; (vi) none of the Vessels are: (A) under arrest or otherwise detained; (B) other than in the ordinary course of business, in the possession of any person (other than their master and crew) or subject to a possessory lien; or (C) other than in the ordinary course of business, subject to any other lien; (vii) each Vessel complies in all material respects with all laws, the requirements of any government agency having jurisdiction over any Vessel, the provisions of all international conventions and the provisions of the rules and regulations issued under international conventions applicable to that Vessel; (viii) each Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the flag of that Vessel or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations; and (ix) no blacklisting or boycotting of any description whatsoever has been applied or currently exists against or in respect of any Vessel.
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Vessel Commitments. In relation to the VesselsVessel:
(i) each the Vessel is properly registered in the name of the relevant Company under and pursuant to the flag and law of the Bahamas and all fees due and payable in connection with such registration have been paid;
(ii) each the Vessel is entered with Det Norske Veritas ABS (or another classification society of like standing) and has the highest classification rating issued by such society for a vessel of the type, age and class of that the Vessel;
(iii) each the Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if any the Vessel is in a port, they are it is in such condition that they it can not be detached by any port state authority or the flag state authority for any deficiency;
(iv) each the Vessel is owned free of all maritime liens, encumbrances and mortgages except those that have been Disclosed in the Disclosure Schedule and accepted by the Purchaser and the terms of any charters that continue beyond the Closing Date, mortgages and loan documents do not prohibit the sale of any of the CompaniesCompany;
(v) each the Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, are is in good operating order, condition and repair and are is seaworthy and all repairs made to any of the Vessels Vessel during the last two years and all known scheduled repairs due to be made and all know deficiencies have been Disclosed in the Disclosure Schedule;
(vi) none of the Vessels are:
Vessel is not (Ai) under arrest or otherwise detained;
, (Bii) other than in the ordinary course of business, in the possession of any person (other than their her master and crew) or subject to a possessory lien; or
or (Ciii) other than in the ordinary course of business, subject to any other lien;
(vii) each the Vessel complies in all material respects with all laws, the requirements of any government agency having jurisdiction over any the Vessel, the provisions of all international conventions and the provisions of the rules and regulations issued under international conventions applicable to that Vessel;
(viii) each the Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the flag of that the Vessel or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations;
(ix) The Vessel has been delivered by the Company to and accepted on an unconditional basis by the Charterer for service under and in accordance with the terms and conditions of the Charter; and
(ixx) no blacklisting or boycotting of any description whatsoever has been applied or currently exists against or in respect of any the Vessel. Built 1987 Yard Hyundai Class ABS Flag Bahamas Place of Registration Nassau Call sign C6PN4 IMO (Registration) No. 8613748 Grt/Nrt 59289/35989
1. Revised Contract (Including Time Charter) in respect of the Vessel made between the Company and Apache Energy Ltd.
2. Actions by Written Consent of the Company.
3. Powers of Attorney Resolutions passed by the Company.
4. List of insurance policies in effect to be provided:.
5. Ship Management Agreement between the Company and Teekay Marine Pty Ltd.
6. Balance Sheet of the Company as at December 31, 2006.
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Vessel Commitments. In relation to the VesselsVessel:
(i) each the Vessel is properly registered in the name of the relevant Company Navion Bergen LLC under and pursuant to the flag and law of the Bahamas and all fees due and payable in connection with such registration have been paid;
(ii) each the Vessel is entered with Det Norske norske Veritas (or another classification society of like standing) and has the highest classification rating issued by such society for a vessel of the type, age and class of that the Vessel;
(iii) each the Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if any the Vessel is in a port, they are it is in such condition that they it can not be detached by any port state authority or the flag state authority for any deficiency;
(iv) each the Vessel is owned free of all maritime liens, encumbrances and mortgages except those that have been Disclosed in the Disclosure Schedule and accepted by the Purchaser and the terms of any charters that continue beyond the Closing Date, mortgages and loan documents do not prohibit the sale of any of the Companies;
(v) each the Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, are is in good operating order, condition and repair and are is seaworthy and all repairs made to any of the Vessels Vessel during the last two years and all known scheduled repairs due to be made and all know deficiencies have been Disclosed in the Disclosure Schedule;
(vi) none of the Vessels are:
Vessel is not (Ai) under arrest or otherwise detained;
, (Bii) other than in the ordinary course of business, in the possession of any person (other than their her master and crew) or subject to a possessory lien; or
or (Ciii) other than in the ordinary course of business, subject to any other lien;
(vii) each the Vessel complies in all material respects with all laws, the requirements of any government agency having jurisdiction over any the Vessel, the provisions of all international conventions and the provisions of the rules and regulations issued under international conventions applicable to that Vessel;
(viii) each the Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the flag of that the Vessel or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations; and
(ix) The Vessel has been delivered by Navion Bergen AS to and accepted on an unconditional basis by the Charterer for service under and in accordance with the terms and conditions of the Charter.
(x) no blacklisting or boycotting of any description whatsoever has been applied or currently exists against or in respect of any the Vessel. Built 2000 Yard Sumitomo Class DNV (Det norske Veritas) Flag Bahamas Place of Registration Nassau Call sign C6VQ7 IMO (Registration) No. 9197715 Grt/Nrt 56207/32059
1. Bareboat Charter of the Vessel dated 1st December 2006 made between Navion Bergen LLC and Navion Bergen AS.
2. Bareboat Charter in respect of the Vessel dated 16th January 2006 made between Teekay Norway AS and Fronape International Company of ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and counter-signed by Petrobras Transporte S.A. – Transpetro of Av Presidente ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, Brazi,l (as novated by agreement dated December 1, 2006)
3. Novation agreement dated December 1, 2006 between Teekay Norway AS, Navion Bergen AS, Fronape International Company and Petrobras Transporte S.A. – Transpetro.
4. Performance guarantee of Teekay Corporation dated December 1, 2006 in relation to the Bareboat Charter in respect of the Vessel dated 16th January 2006 made between Teekay Norway AS and Fronape International Company
5. The Loan Facility Agreement dated December 28, 2006 among (i) Navion Bergen L.L.C. as borrower, (ii) the banks and financial institutions listed therein as lenders and (iii) DnB NOR Bank ASA as agents, mandated lead arranger, bookrunner and security trustee (the “Agent”) and Fortis Capital Corp, as mandated lead arranger and bookrunner, providing for a term loan facility of up to US$70,000,000.
6. Guaranty and Indemnity of Teekay Corporation dated December 28, 2006.
7. First Priority Bahamas Ship Mortgage dated December 28, 2006.
8. Deed of Covenants dated December 28, 2006.
9. General Deed of Assignment dated December 28, 2006.
10. Actions by Written Consent of Sole Member of Navion Bergen L.L.C. dated August 11, 2006, December 20, 2006.
11. Power of attorney dated December 20, 2006.
12. List of insurance policies in effect: Gard Certificate of Entry number 193,182 dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Machinery War Risks Policy No. 292512-5.
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Vessel Commitments. In relation to the VesselsVessel:
(i) each the Vessel is properly registered in the name of the relevant Company Navion Gothenburg LLC under and pursuant to the flag and law of the Bahamas and all fees due and payable in connection with such registration have been paid;
(ii) each the Vessel is entered with Det Norske norske Veritas (or another classification society of like standing) and has the highest classification rating issued by such society for a vessel of the type, age and class of that the Vessel;
(iii) each the Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if any the Vessel is in a port, they are it is in such condition that they it can not be detached by any port state authority or the flag state authority for any deficiency;
(iv) each the Vessel is owned free of all maritime liens, encumbrances and mortgages except those that have been Disclosed in the Disclosure Schedule and accepted by the Purchaser and the terms of any charters that continue beyond the Closing Date, mortgages and loan documents do not prohibit the sale of any of the Companies;
(v) each the Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, are is in good operating order, condition and repair and are is seaworthy and all repairs made to any of the Vessels Vessel during the last two years and all known scheduled repairs due to be made and all know deficiencies have been Disclosed in the Disclosure Schedule;
(vi) none of the Vessels are:
Vessel is not (Ai) under arrest or otherwise detained;
, (Bii) other than in the ordinary course of business, in the possession of any person (other than their her master and crew) or subject to a possessory lien; or
or (Ciii) other than in the ordinary course of business, subject to any other lien;
(vii) each the Vessel complies in all material respects with all laws, the requirements of any government agency having jurisdiction over any the Vessel, the provisions of all international conventions and the provisions of the rules and regulations issued under international conventions applicable to that Vessel;
(viii) each the Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the flag of that the Vessel or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations; and
(ix) The Vessel has been delivered by Navion Gothenburg AS to and accepted on an unconditional basis by the Charterer for service under and in accordance with the terms and conditions of the Charter.
(x) no blacklisting or boycotting of any description whatsoever has been applied or currently exists against or in respect of any the Vessel. Built 2007 Yard Samsung Class DNV (Det norske Veritas) Flag Bahamas Place of Registration Nassau Call sign C6VR2 IMO (Registration) No. 9308077 Grt/Nrt 82647/46578
1. Bareboat Charter of the Vessel dated 1st December 2006 made between Navion Gothenburg LLC and Navion Gothenburg AS.
2. Bareboat Charter in respect of the Vessel dated 16th January 2006 made between Teekay Norway AS and Fronape International Company of ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and counter-signed by Petrobras Transporte S.A. — Transpetro of Av Presidente ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇▇-▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, Brazi,l (as novated by agreement dated December 1, 2006)
3. Novation agreement dated December 1, 2006 between Teekay Norway AS, Navion Gothenburg AS, Fronape International Company and Petrobras Transporte S.A. — Transpetro.
4. Performance guarantee of Teekay Corporation dated December 1, 2006 in relation to the Bareboat Charter in respect of the Vessel dated 16th January 2006 made between Teekay Norway AS and Fronape International Company
5. The Loan Facility Agreement dated July 11, 2007 among (i) Navion Gothenburg L.L.C. as borrower, (ii) the banks and financial institutions listed therein as lenders and (iii) DnB NOR Bank ASA as agents, mandated lead arranger, bookrunner and security trustee (the “Agent”) and Fortis Capital Corp, as mandated lead arranger and bookrunner, providing for a term loan facility of up to US$106,000,000.
6. Guaranty and Indemnity of Teekay Corporation dated July 11, 2006.
7. First Priority Bahamas Ship Mortgage dated July 11, 2006.
8. Deed of Covenants dated July 11, 2006.
9. General Deed of Assignment dated July 11, 2006.
10. ISDA Master Agreement in favour of Navion Gothenburg L.L.C. to be entered into between (i) Teekay Corporation (ii) Navion Gothenburg L.L.C. and (iii) the Swap Provider pursuant to which Teekay Corporation shall novate to Navion Gothenburg L.L.C. its rights and obligations in relation to an interest rate swap dated 15 December 2006
11. Actions by Written Consent of Navion Gothenburg L.L.C. dated August 11, 2006, January 12, 2007, July 10, 2007.
12. Powers of Attorney dated January 12, 2007 and July 10, 2007.
13. List of insurance policies in effect to be provided: Gard Certificate of Entry number 193,182 dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Machinery War Risks Policy No. 292512-5.
Appears in 1 contract
Vessel Commitments. In relation to the Vesselseach Vessel:
(i) each the Vessel is properly registered in the name of the relevant Company Vendor under and pursuant to the flag and law of the Bahamas and all fees due and payable in connection with such registration have been paid;
(ii) each the Vessel is entered with Det Norske norske Veritas (or another classification society of like standing) and has the highest classification rating issued by such society for a vessel of the type, age and class of that the Vessel;
(iii) each the Vessel is in class without any recommendations or notation as to class or other requirement of the relevant classification society, and if any the Vessel is in a port, they are it is in such condition that they it can not be detached by any port state authority or the flag state authority for any deficiency;
(iv) each the Vessel is owned free of all maritime liens, encumbrances and mortgages except those that have been Disclosed in disclosed by the Disclosure Schedule Vendor and accepted by the Purchaser and the terms of any charters that continue beyond the Closing Date, mortgages and loan documents do not prohibit the sale of any of the Companies;
(v) each the Vessel has been maintained in a proper and efficient manner in accordance with internationally accepted standards for good ship maintenance, are is in good operating order, condition and repair and are is seaworthy and all repairs made to any of the Vessels Vessel during the last two years and all known scheduled repairs due to be made and all know deficiencies have been Disclosed disclosed in the Disclosure Schedule;
(vi) none of the Vessels are:
Vessel is not (Ai) under arrest or otherwise detained;
, (Bii) other than in the ordinary course of business, in the possession of any person (other than their her master and crew) or subject to a possessory lien; or
or (Ciii) other than in the ordinary course of business, subject to any other lien;
(vii) each the Vessel complies in all material respects with all laws, the requirements of any government agency having jurisdiction over any the Vessel, the provisions of all international conventions and the provisions of the rules and regulations issued under international conventions applicable to that Vessel;
(viii) each the Vessel is supplied with valid and up-to-date safety, safety construction, safety equipment, radio, loadline, health, tonnage, trading and other certificates or documents as may for the time being be prescribed by the law of the flag of that the Vessel or of any other pertinent jurisdiction, or that would otherwise be deemed necessary by a shipowner acting in accordance with internationally accepted standards for good ship management and operations; and
(ix) no blacklisting or boycotting of any description whatsoever has been applied or currently exists against or in respect of any the Vessel.. SCHEDULE B
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