The Rigs Clause Samples

The Rigs. Each of the Rigs are: (a) in the absolute ownership of the relevant Rig Owner described in Schedule 2 (Guarantors and Collateral Rigs) hereto free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the respective Rig Owner will be the sole, legal and beneficial owner of such Rig; (b) registered in the name of the relevant Rig Owner as described in Schedule 2 (Guarantors and Collateral Rigs) with a Ship Registry; (c) operationally seaworthy in every way and fit for service; and (d) classed with a classification society acceptable to the Required Lenders, free of all overdue requirements and recommendations.
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The Rigs. In respect of each of the Rigs: (a) Reports on the Market Value not being older than 3 months before the date of this Agreement of each Rig obtained in accordance with the terms of this Agreement and evidencing that the aggregate Market Value of all the Rigs is higher than 175 % of the requested amount to be borrowed on the First Utilisation Date; (b) Satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig; (c) An updated class certificate related to the Rig from the relevant classification society, confirming that the Rig is classed with the highest class in accordance with Clause 26.6 (Classification and repairs), free of extensions and overdue recommendations; (d) Certificates from insurers and/or insurance brokers confirming compliance with the insurance requirements under this Agreement, including, but not limited to copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Rig in accordance with Clause 26.3 (Insurance) and the GIEK Guarantee, and evidencing that the Agent’s (on behalf of the Finance Parties) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment Insurances ; and (e) Evidence and copies (save for copies of Charter Contracts of West Orion if not permitted in accordance with applicable terms) of (i) the technical management agreement for each Rig, (ii) documents of compliance with the ISM Code and ISPS Code, (iii) bareboat charter, the Charter Contracts as well as other charter agreements for the Rigs and service contracts relating thereto, (iv) all kind of guarantees related to such Charter Contracts, service contracts or other agreements together with evidence that, where required under any employment contract for a Rig, the charterer of such Rig has accepted that it becomes subject to the relevant Mortgage. Subject to contractual agreed “quiet enjoyment” undertakings with the end-user of the Rigs to be entered into if it is required by the relevant end-user pursuant to the relevan...
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The Rigs. (a) In respect of each of the Rigs satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig. (b) Evidence that the Rig West Vencedor has been employed pursuant to the relevant Charter Contract.
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The Rigs. (a) Satisfactory evidence that the Rig West Gemeni has been accepted by the charterer of the Rig on a Satisfactory Drilling Contract; and (b) The Rigs West Orion and West Vencedor to remain employed under its respective Charter Contracts;
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The Rigs. Each of the Rigs is (or will be at the time of delivery, as the case may be): (a) in the absolute ownership of the relevant Rig Owner described in Schedule 2 (Borrowers, Guarantors and Collateral Rigs) hereto free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the respective Rig Owner will be the sole, legal and beneficial owner of such Rig; (b) registered in the name of the relevant Rig Owner as described in Schedule 2 (Borrowers, Guarantors and Collateral Rigs) with a Ship Registry; (c) operationally seaworthy in every way and fit for service; and (d) classed with a classification society acceptable to the Required Lenders, free of all overdue requirements and recommendations.
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The Rigs. In respect of each of the Rigs satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig.
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The Rigs. In consideration of the Loan made pursuant to the Agreement and evidenced by the Note and by way of security for payment of all amounts due under its Guaranty, PDC does hereby sell, assign, transfer, and set over unto, and grant a security interest in favor of, the Bank and the Bank's successors and assigns for the Bank's own proper use and benefit, as security for all amounts due and owing under its Guaranty, all of PDC's right, title, and interest in and to the Rigs, whether now owned or hereafter acquired and wherever located, and including, without limitation, all parts, additions, alterations, or modifications thereto or replacements of any part thereof, whenever made or performed or acquired, and all removed parts until replaced, and any proceeds and products of the foregoing with all attachments, accessions, tools, parts, supplies, increases, and additions to and replacements of and substitutions for the Rigs or any portion thereof.
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The Rigs. In respect of each Collateral Rig (with the exception of West Elara): (a) Satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that each Collateral Rig is registered in the name of the respective Rig Owner in the relevant Ship Registry, that the Mortgages have been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against each Collateral Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Collateral Rigs; (b) Certificates from insurers and/or insurance brokers confirming compliance with the insurance requirements under this Agreement, including, but not limited to copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Collateral Rigs in accordance with Clause 24.3 (Insurance), and evidencing that the Agent’s (on behalf of the Finance Parties) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment of Insurances; (c) Evidence that the Collateral Rigs are employed under employment contracts the contracts described in Schedule 2 (Guarantors and Collateral Rigs).
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The Rigs. (a) In consideration of the Loan made pursuant to the Loan Agreement and evidenced by the Note and by way of security for payment of all amounts due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a security interest in favor of the Secured Party and unto the Secured Party's successors' and assigns' for the Secured Party's own proper use and benefit, as security for all amounts due and owing under the Loan Agreement and the Note, all of the Debtor's right, title and interest in and to the Rigs, whether now owned or hereafter acquired and wherever located, and including, without limitation, all parts, additions, alterations or modifications thereto or replacements of any part thereof, whenever made or performed or acquired, and all removed parts until replaced, and any proceeds and products of the foregoing. (b) The rights and equipment referred to in this Section 2.01 are collectively referred to herein as the "Collateral".
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Related to The Rigs

  • Vessels (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such 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 those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel 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 where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, 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, classification society or insurer applicable to the respective 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), except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels 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 laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendations.

  • Participating TO’s Interconnection Facilities The Participating TO shall design, procure, construct, install, own and/or control the Participating TO’s Interconnection Facilities described in Appendix A at the sole expense of the Interconnection Customer. Unless the Participating TO elects to fund the capital for the Participating TO’s Interconnection Facilities, they shall be solely funded by the Interconnection Customer.

  • CONNECTING TRANSMISSION OWNER’S INTERCONNECTION FACILITIES As depicted on the one-line diagram in Attachment 3, the Connecting Transmission Owner’s Interconnection Facilities consist of the following constructed or installed between the POI and PCO, as well as metering and telecommunications located at the ▇▇▇▇▇ Solar Collector Substation.

  • Delivery; Risk of Loss Deliveries must be made both in quantities and at times specified on the face of the Purchase Order or in Buyer's schedules and time is of the essence. Buyer’s delivery schedules are an integral part of the Purchase Order, are governed by these terms and conditions and are not independent contracts. ▪ Buyer will not be required to make payment for goods delivered to Buyer that are in excess of quantities specified in Buyer's delivery schedule on the Purchase Order or in written releases issued by Buyer. Buyer may reject any deliveries made after or before the specified delivery date. Seller will bear all costs and damages incurred by Buyer due to late or early delivery. ▪ If Seller fails to meet the agreed upon delivery requirements for reasons other than those specified in paragraph 13 below, and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified, Seller shall ship the goods as expeditiously as possible at Seller's expense and invoice Buyer for the amount, if any, that Buyer would have paid for normal shipment. ▪ Unless provided otherwise in the Purchase Order, all goods are sold DAP. Seller shall be responsible for and bear the risk of any loss or damage to the goods until received by the Buyer.

  • Connecting Transmission Owner’s Attachment Facilities Connecting Transmission Owner shall design, procure, construct, install, own and/or control the Connecting Transmission Owner’s Attachment Facilities described in Appendix A hereto, at the sole expense of the Developer.