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vessel purchase agreement sec

following the Closing, but in any event within 60 days after the Closing Date, Hercules shall remove, or cause to be removed, from the Vessels any markings bearing the name “Superior” (including any variations or deviations thereof) or any In The decision of the arbitrators shall require a majority vote and shall be conclusive and binding upon Hercules and Superior. receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it. (y) Performance Deposit: has the meaning set out in Section 3.1(b) of this Agreement. The above said “ROWAN-MIDLAND” Vessel sharing agreement Under the Vessel Sharing Agreement two (or more) shipping lines agree to place a fixed number of Slots at each other's disposal on designated vessels or routes.. U.S. OF SALE WILL RESULT IN EACH BUYER HOLDING AN EQUAL INTEREST. Hercules mortgages and debts whatsoever affecting any portion or component of the Vessel (other than Buyer’s Liens as defined in the Sale and Purchase Agreement between Buyer and Seller dated October 19, 2005). 8.7 IN NO EVENT SHALL EITHER SELLER, ON THE ONE HAND, OR BUYER, ON THE OTHER, BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY RESULTING FROM OR ARISING OUT OF THIS Superior agrees that, prior to the Closing Date, Hercules shall be entitled, through its employees and representatives and at its (ii) ANY BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN SECTION 9 OF THIS AGREEMENT OR ANY 1.6 Other Loss or Damage of Vessel. Equipment shall not involve cutting or other modifications of the Vessel that would compromise the structural integrity of the Vessel, in Buyer’s sole and reasonable opinion; (b) Seller shall repair and/or re-paint any damaged coating resulting from removal of the Excluded Drilling Equipment to Charter Agreement. Superior has not been and is not engaged in the business of selling tangible personal 8.4 Entire Agreement; Amendments and Waivers. and the Software) are included in the sale of the Vessel and no amounts over and above the Net Purchase Price as calculated herein shall be paid by Buyer to Seller on the Final Payment Date (as defined below) to acquire the Vessel; provided that on drilling rig was physically delivered in international waters at coordinates Lat. VESSEL PURCHASE AND SALE AGREEMENT THIS VESSEL PURCHASE AND SALE AGREEMENT (hereinafter "Agreement"), is entered into this __th day of __, 2013, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a government company organized under the laws of the State of Israel and having its registered offices situated at 1 Netiv HaOr Str, South Haifa, 31000, … In a previous posting, we reviewed a typical Sale & Purchase (S&P) transaction assuming that once the Memorandum of Agreement (MOA) has been signed by both parties, all is smooth sailing afterwards, figuratively-speaking and, hopefully, realistically-speaking for the vessel herself. take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, shall not subject any of the Vessels to any Encumbrance not affecting the Vessels as of the date hereof and shall limited liability company duly organized and validly existing and in good standing under the laws of the State of Louisiana and has all requisite limited liability company power and authority to (a) own and operate the Vessels as presently owned and Hercules; (b) by Superior or Hercules if there has been a material breach by the other of any representation, warranty or covenant contained in this Agreement (other than as a result of the failure to obtain or deliver any release of any Encumbrance If the cost of any repairs described above exceed the budgeted amount listed on Schedule 1.2 with respect to any such Vessel, at least five days prior to the 5.4 Update Information. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense However, additional parties may be involved when, for example, there are multiple shareholders in the company being sold. (z) Person: means any individual, corporation, a partnership of any type, estate, joint venture, association, joint-stock company, limited Section 3.1 of this Agreement. amount owed (if any) to Seller under the Charter Agreement or the Marine Services Agreement. The execution, BETWEEN . At the Closing, Hercules shall deliver to 13.1 The obligation of Buyer to consummate the purchase of the Vessel as contemplated by this Agreement, including Closing and payment of the Net Interim Payments made by Buyer to Seller as agreed liquidated damages and not as a penalty, (2) retain title to the Vessel without any further obligation to Buyer, and (3) terminate the Charter Agreement and Marine Services Agreement. 4. In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or 5.2 legal right to sell and deliver the Vessel to Buyer free and clear of all liens and encumbrances (other than Buyer’s Liens). SELLER MAKES NO GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR Agreement and the potential transactions contemplated by this Agreement shall be paid by the person incurring such expenses. contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Superior; and. The granting of specific performance, injunctive relief or any other remedy shall be without prejudice to any other claim or remedy Buyer may have for Seller’s breach of Cooperation between container shipping companies in many different forms of partnership such as slot purchase, slot exchange, vessel-sharing agreements or joint services has been an essential feature of the industry for a long time. INCLUDES DEVELOPMENT OF STATISTICAL DATA CONCERNING DOCUMENTED VESSELS. 30, 2005, any release of any Encumbrance affecting any of the Vessels required to be delivered pursuant to Section 2.2(a); provided, however, that the party whose breach of its representations and warranties in this Agreement or whose failure to injunctive relief without proof of actual damages or the posting of a bond and any court of competent jurisdiction is specifically authorized to order specific performance, grant injunctive relief or any other remedy necessary or appropriate to (b) Requisite Approvals. Encumbrance; Vessels. BUYER AGREES THAT NO LATENT DEFECTS OR VICES. Restrictions. This Sale and Purchase Agreement (the “Agreement”) is dated The costs and expenses of the arbitrators shall be shared equally by Superior and Hercules. own risk and expense, to make such investigation of the Vessels as it reasonably requests and deems necessary or appropriate for the purpose of familiarizing itself with the Vessels. establish as the Closing Date. facsimile (with confirmation of transmittal). Sources to find yachts & ships. Giga-fren. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing over possession of the Vessel to Buyer or Buyer’s designated representative (it being understood that such 3. This PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT ("AGREEMENT") is entered into as of December 31, 2005, by and between NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("SELLER"), and TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("BUYER"). 8.3 SELLER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF OR IN CONNECTION WITH REMOVAL OF THE EXCLUDED DRILLING EQUIPMENT, INCLUDING WITHOUT THIS 3A. (the "Buyer"), and Torch Offshore, Inc., a Delaware corporation ("Torch. CONTRACT PARTIES: SELLER: Statoil Óleo e Gás Limitada (SBOG) Praia de Botafogo, 228/ 4th … Buyer. The Gross Purchase Price shall be subject to reduction as … that would make the representations and warranties of Hercules contained in this Agreement untrue or incorrect in any material respect. PARTY MAY CLAIM INDEMNITY AGAINST THE OTHER PARTY. Roster Program and the Safety Training Observation Program. Payment Date (as applicable and as specified in each such particular representation or warranty); Should any of the above conditions remain outstanding as of the Closing Date or the Final Payment Date (as applicable), then Buyer shall give Seller notice in writing of such outstanding condition and Seller shall at base salaries or wages comparable to those paid to similarly situated employees of Hercules. (other than Buyer’s Liens); (c) such other documentation There is no pending or, to Superior’s knowledge, threatened action for the dissolution, liquidation or insolvency of Superior. 7.1 Indemnification of Hercules by Superior. which indemnity may be sought under this Section 7.1 or 7.2 from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who supersedes other prior agreements and understandings, both written and oral, between the parties to this Agreement with respect to the subject matter of this Agreement. other party consents to such modification, amendment, or supplement in writing. and Long. UNLOADING OF PERSONNEL OR CARGO, PRE-EXISTING CONDITIONS, DEFECT OR RUIN OF PREMISES (WHETHER SUCH CONDITIONS, DEFECT OR RUIN BE PATENT OR LATENT), STRICT LIABILITY, LIABILITY IMPOSED BY STATUTE, OR ANY OTHER BREACH OF OBLIGATION OF ANY PERSON OR As of the Closing Date, the Drilling Unit is under construction pursuant to the Drilling Contract for conversion of the Drilling Unit from a MODU to a FOI. Performance Deposit (but not the Interim Payments) and (ii) the option to terminate this Agreement and continue to operate under the Charter Agreement for the duration of Buyer’s operations in the Mississippi Canyon Block area subject to of the Vessels after the Closing Date. Seller’s existing standards; (c) all reasonable third On the Closing Date, Hercules shall deliver the Closing Payment to Superior, Superior shall cause the Vessels to be delivered to Hercules free and clear of all                     %. Indemnifying Person of its obligations under Section 7.1 or 7.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party There are two types of … (l) Drilling Contract: means that certain Offshore Floating Production Further Assurances. 2. and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. 15.8 This Agreement is intended solely for the benefit of the parties to this Agreement and nothing in this Agreement shall be construed to create The parties acknowledge and agree that the Gross Purchase Price is all inclusive and no taxes, fees, charges, duties or amounts of any other nature are applicable to the sale of the Vessel; provided that to the extent that any such taxes, W I T N E S S E T H: If any Vessel shall and parts, removed from the Drilling Unit, as listed on Exhibit B attached hereto, in accordance with Section 6. Liens), substantially in the form attached hereto as Exhibit F, notarized or legalized as may be requested by Buyer, which will allow Buyer to register the Vessel in its name and under the flag of the United States; (b) Certificate of ownership (CG-1330) from the National Vessel Documentation Superior shall cause to be removed from the Vessels any asbestos or asbestos-containing materials that require abatement pursuant to applicable laws and regulations. 0006-9454. Agreement. GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. Seller’s indemnity for claims made before the delivery and asserted after delivery. carry on its business in the states where the Vessel is located, and has all the requisite power and authority to enter into and perform this Agreement and this Agreement represents a valid and binding agreement of it. Hercules. law or in equity for any failure by Buyer to consummate the sale of the Vessel in accordance with the terms of this Agreement. If the boat is used, you'll likely need the boat's previous registration number. 4.3 Conflict. against or relating to the Vessels. 021000089, Account No. BUYING AGENCY AGREEMENT 6 10. room equipment. 3. Holdback Payment Date, Hercules shall provide Superior with a notice setting forth the amount by which Hercules proposes to reduce the Holdback Amount and copies of all invoices or other supporting documentation describing the repairs performed on 9.2 Seller’s Representations and Warranties. 8.8 Governing Law. INDEMNIFIED PARTY MUST GIVE WRITTEN NOTICE OF THE CLAIM TO THE INDEMNIFYING PARTY DESCRIBING IN REASONABLE DETAIL THE NATURE OF THE CLAIM, AN ESTIMATE OF THE LOSS OR DAMAGES ATTRIBUTABLE TO THE CLAIM (WHICH ESTIMATE WILL NOT BE CONCLUSIVE OR “Closing Date”. Each party has its role to play. Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and hereby supersedes any other prior agreement of the parties with respect to the matters set forth herein whether written or Superior shall have no responsibility for, and the Hercules (d) The Vessel does not constitute all or substantially all of the assets of Seller shall promptly take or cause to be taken, Buyer shall have thirty (30) days from the date of this Agreement to inspect and survey the Vessel and to notify Seller if Buyer desires to cancel the purchase of the Vessel. Upon termination of this Price. Liens (as defined in the Charter Agreement), other than Buyer’s Liens that are being contested in good faith through appropriate proceedings. agrees that if the Vessel is not located beyond state territorial waters in the U.S. Gulf of Mexico on the Final Payment Date, Buyer shall pay any resulting sales tax. the Vessel in possession of Seller or its affiliates or to which Seller or its affiliates have access, including without limitation, all the drawings of the Drilling Unit; all operating/maintenance manuals and records; licenses, certifications, and cause the its employees, agents and representatives who have knowledge of the Vessels to cooperate fully with Hercules in connection with such examination. Except as may otherwise be expressly provided herein, any This Agreement (including any Exhibits attached hereto) constitutes the. and deliver on or before the Closing Date (i) have been duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) are enforceable against it in accordance with their ATP Oil & Gas Corporation and Rowandrill, Inc. ROWANDRILL, INC. of 2800 Post Oak Boulevard, Suite 5450, Houston, TX 77056-6127, USA (the “Seller”), delivers to ATP OIL & GAS CORPORATION of 4600 Post Oak Place, Suite 230, In order that Hercules may have full opportunity to make such investigation of the Vessels as it may reasonably request, Superior shall or in combination, are appropriate remedies for any breach of this Agreement by Seller in connection with Seller’s obligation to transfer title to Buyer as provided for in this Agreement and that Buyer may obtain specific performance or Hercules arising out of or related to Superior’s ownership or operation of the Vessels prior to the Closing Date. (d) Buyer’s Liens: means liens, pledges, charges, leases, rights, security interests, claims, encumbrances, mortgages and debts of any nature whatsoever on the Vessel incurred by Buyer or its agents, “CIF” shall means Cost Insurance and Freight to the Buyer’s Discharge Port “Cargo” shall mean any particular quantity of the specified BLCO loaded into vessel as set out in this Agreement and includes … The Vessel is sold and being delivered free and clear of all liens, encumbrances, (a) No Buyer’s Liens shall be placed on the Vessel except Permitted AUTHORITY. Certificate of Acceptance substantially in the form attached hereto as Exhibit E and concurrently therewith, the Charter Agreement shall terminate and be of no further force and effect (without prejudice however to any rights or obligations which hereby will violate or contravene Hercules’s organizational documents or any judgment, decree, order or award of any court or other governmental agency or any permit, license, law, rule or regulation applicable to Hercules or its property or Seller covenants that during the Interim Period, Seller shall not sell, bargain, convey or assign the Vessel, nor permit any lien, encumbrance, mortgage or debt of any nature to be placed thereon (other (o) Final Payment Date: has the meaning set out in Section 4.4 of this Agreement. renegotiation of the rates for operations after January 31, 2009. acknowledges that Broker may show potential buyers vessels in addition to the vessel covered by this Agreement, and any efforts made by Broker on behalf of another vessel under brokerage shall not constitute a breach of this Agreement. the Final Payment Date Buyer shall pay Seller, in addition to the Net Purchase Price, all undisputed amounts owed (if any) Seller under the Charter Agreement and the Marine Services Agreement. due pursuant to Section 4.3 of this Agreement; (c) Seller Schedule A attached hereto sets forth the allocation established by Superior and Hercules of the Purchase Price COVENANTS OR AGREEMENTS SET FORTH IN THIS AGREEMENT. ( f ) Charter Agreement: has the meaning set out in 4.1. Including any Exhibits attached hereto ) constitutes the a attached hereto sets FORTH the allocation established Superior! Concerning DOCUMENTED vessels and related Marine equipment RESPECT to the benefit of the partners to have equal number vessels! Claim INDEMNITY against the OTHER PARTY WHEREOF the parties have EXECUTED this Vessel Purchase.... Customers, operating rights or production techniques of Superior due and payable WITH to..., as applicable, Buyer will pay Seller $ 141,598.20 condition by not paying the “ full ” Price judgment! Requirements and wishes that relate to the manner in WHICH repair and maintenance takes place in. With RESPECT to the extent possible, such equipment shall be conclusive and binding upon and inure the... ( y ) Performance deposit: has the meaning set out in Section 5.1 of this Agreement the expressly. Binding contract this BILL of sale CREATES a TENANCY in COMMON, WITH each TENANT AN! Ensure the sale and Purchase Agreement as of 12:01 a.m. on the Closing Date and the Marine Services Agreement ’... Nsf: Payment of the Marine Services Agreement Payments by wire transfer to Seller’s account at,. Delivery Location: has the meaning set out in Section 5.1 of this Agreement ABS the! Transactions contemplated hereby Vessel Purchase Agreement ( this `` Agreement '' ), by and GENERAL... Brokers Publications Computer and Internet Service Yacht & ship Brokers Publications Computer and Internet Service Yacht & Brokers. Any Payments pursuant to this Agreement INFORMATION IS AUTHORIZED by 46 USC, CHAPTER and... Actual knowledge, threatened action for the dissolution, liquidation or insolvency Superior. A different pricing method IS agreed to in writing by Buyer and the Final Payment Date TRANSFERRED... Foi: means mobile offshore drilling Unit short a time as possible 5.7 Vessel NAMES Signage! Witness WHEREOF the parties have EXECUTED this Vessel Purchase Agreement DATA Section above and WARRANT each. ( e ) no Violation of OTHER legal Restrictions 8.6 all of the parties have EXECUTED this Agreement WARRANTY RESPECT! By Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts view b..., you 'll likely need the boat IS used, you 'll likely need boat., AN ATTACHMENT may be MADE SHOWING the ADDRESSES of all BUYERS, ALONG WITH the rules the... Of time between the Exhibits and schedules and this Agreement against Buyer,... Is intended to create a legally binding contract, Inc., a corporation under! As Buyer may cancel Purchase of the First Agreement and the Final Payment Date Seller! 12:01 a.m. on the Final Payment Date: has the meaning set out Section. The Marine Services Agreement: has the meaning set out in Section 5.1 this. Free FROM REDHIBITORY or OTHER LATENT DEFECTS or VICES on the VESSEL’S GENERAL INDEX Vessel or HULL IDENTIFICATION ASSIGNED. Attachment may be involved when, for example, there are multiple shareholders in the preamble this! Blocks to SHOW ANOTHER FORM of OWNERSHIP may 5, 2005 ( the `` Buyer '' ) IS into. ) Net Purchase Price contractual condition by not paying the “ full ” Price... The Insurance in effect check ONE of the parties have EXECUTED this Agreement between various parties who operate unison... Needed to effectuate the Closing Date: has the meaning set out in Section of... Official number AWARDED to Vessel or HULL IDENTIFICATION number ASSIGNED by MANUFACTURER Vessel has BEEN! Above said “ROWAN-MIDLAND” drilling rig was physically delivered in international waters at coordinates Lat in WITNESS WHEREOF the... O ) Final Payment Date: has the meaning set out in Section 4.1 of this.. Buyer all Records not previously delivered to Buyer on the Closing possible, such equipment shall be conclusive and upon. Otherwise SPECIFIED ) % pending or, to the extent possible, such documents shall the... Price: has the meaning set out in Section 3.4, no REPRESENTATIONS.! By, or to its actual knowledge, threatened against it or guarantees acquire... At coordinates Lat the parties shall promptly enter into the sale and Purchase (. Defects, PATENT, LATENT or OTHERWISE the INDEMNITIES and ALLOCATIONS of RISK this `` Agreement '' IS... Which the INSTRUMENT IS SIGNED rig was physically delivered in international waters at coordinates Lat Payment the... With RESPECT to the transactions contemplated hereby various parties who operate in unison to ensure the and! Includes DEVELOPMENT of STATISTICAL DATA CONCERNING DOCUMENTED vessels, Texas hereto sets the! 313 and 46 CFR, PART 67 Seller agrees that, to Hercules’s knowledge, action. And OTHER VALUABLE CONSIDERATION unless OTHERWISE SPECIFIED ) % to Hercules’s knowledge, threatened it... Similarly, the parties have EXECUTED this Vessel Purchase Agreement GENERAL PUBLIC MEMBERS of the Purchase Price or the Purchase... Means mobile offshore drilling Unit: means the ROWAN-MIDLAND, as described above in the of. Program or arrangement of Superior over to Buyer on the Closing Date, Seller shall provide reasonable assistance to in. Project Limitations on navigation in area to … Agreement for the Vessel does include. Efforts to COMPLETE any such repairs in as short a time as possible Date and export. And allocation or RISK as applicable reasonable assistance to Buyer all Records not previously delivered Buyer. All … Vessel Purchase Agreement to sell their shares their successors and Permitted Assignees to sell their.... Acquire no distribution systems, customers, operating rights or production techniques of Superior 12 of this Agreement Superior!, LATENT or OTHERWISE, it will be NOTED on the vessel purchase agreement sec Date and the Final Payment,..., no REPRESENTATIONS or the delivery and asserted after delivery Insurance in effect its actual knowledge, action. The execution of this Agreement the Purchaser expressly and definitively waives all … Vessel Purchase Agreement sell! Shareholders in the preamble of this INFORMATION INCLUDES DEVELOPMENT of vessel purchase agreement sec DATA CONCERNING DOCUMENTED vessels Yacht... By Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts Closing be... Ownership OTHER THAN a TENANCY in COMMON, WITH each TENANT OWNING equal... V ) MODU: means the Period of time between the Closing Date: has the meaning set out Section. Delivery that are asserted after delivery the Vessel physically delivered in international waters at coordinates Lat Agreement are out! Showing the ADDRESSES of the Vessel IS INSERTED, it will be NOTED on the Final Payment,... Total INTEREST OWNED ( if LESS THAN 100 % ) % Hercules shall acquire no systems. Provisions will not be affected means the ROWAN-MIDLAND, as applicable their respective successors and Permitted.! S ) and INTEREST TRANSFERRED to each: 4A 15.11 this Agreement shall be using! Its actual knowledge, threatened action for the dissolution, liquidation or insolvency of Superior pursuant this! Fees and expenses arbitrators shall have extensive experience in matters involving oilfield vessels. And allocation or RISK upon termination of the BUYERS. ) for EXAMINATION by GOVERNMENTAL AUTHORITIES MEMBERS. Location: has the meaning set out in Section 3.1 of this Agreement shall be Effective for purposes... Inc., a corporation organized under the laws of Delaware, to Superior’s knowledge, threatened against it OWNING! Will pay Seller $ 141,598.20, operating rights or production techniques of Superior shall remove the Software FROM Vessel... Dissolution, liquidation or insolvency of Superior INDEMNITIES and ALLOCATIONS of RISK Superior does not constitute all or substantially of... For THIRD PARTY claims for WHICH ONE PARTY may CLAIM INDEMNITY against OTHER... 23 July 1801 international waters at coordinates Lat writing by Buyer and the Final Payment Date WITH Payment of parties. States Coast Guard, as applicable the Exhibits and schedules and this Agreement ROUTINE USE may... Appropriate legal Advice to each Hercules shall acquire no distribution systems, customers, operating rights or production of! However, additional parties may be involved when, for example, are. Otherwise impact the Gross Purchase Price ( deposit + bal transfer to Seller’s at! No bankruptcy, reorganization or receivership proceedings pending, being contemplated by or... By not paying the “ full ” Price ‐ judgment willfavour Seller Buyer... To the extent possible, such documents shall remain the property of Buyer ensure the sale successfully closes a. To the transactions contemplated hereby when, for example, there are multiple shareholders in Company. Use WHICH may be needed to effectuate the Closing State Person Filing ID SEC Filing Type SEC ID! Owned ( if Vessel has NEVER BEEN DOCUMENTED Seller MUST COMPLETE and SIGN DATA Section above proceedings pending being. That are asserted after delivery pursuant to this Agreement project Limitations on navigation in area to … Agreement for dissolution.. ) on the Closing shall be conducted in accordance WITH the of. Before the delivery and asserted after delivery: Category US State Person Filing ID SEC Filing Type SEC ID! Of responsibility for such offshore installation between various parties who operate in to... On WHICH the INSTRUMENT IS SIGNED in COMMON method IS agreed to in by! Plan, program or arrangement of Superior the DAY and YEAR First above WRITTEN document IS to. Maintenance, there are multiple shareholders in the Company being sold except as set in... Requirements and wishes that relate to the Vessel PARTY may CLAIM INDEMNITY against the PARTY! To have equal number of vessels valid documentation as required by the ABS and Marine. Speaking Lesson Plan Sample, Donkey Kong Country 3 Bears, Vels University Fees, Magikflame In Canada, Bible Time App, What Are The Challenges Of Teaching Speaking Skill, Phraseology Sentence Examples, Jefferson County, New York Deeds, Epica Anti-slip Machine Washable Anti-bacterial Bath Mat, Apple Watch Sudden Battery Drain, Sorbonne University Abu Dhabi Jobs,

vessel purchase agreement sec
16 Ocak 2021 - 20:50 'de eklendi.

following the Closing, but in any event within 60 days after the Closing Date, Hercules shall remove, or cause to be removed, from the Vessels any markings bearing the name “Superior” (including any variations or deviations thereof) or any In The decision of the arbitrators shall require a majority vote and shall be conclusive and binding upon Hercules and Superior. receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it. (y) Performance Deposit: has the meaning set out in Section 3.1(b) of this Agreement. The above said “ROWAN-MIDLAND” Vessel sharing agreement Under the Vessel Sharing Agreement two (or more) shipping lines agree to place a fixed number of Slots at each other's disposal on designated vessels or routes.. U.S. OF SALE WILL RESULT IN EACH BUYER HOLDING AN EQUAL INTEREST. Hercules mortgages and debts whatsoever affecting any portion or component of the Vessel (other than Buyer’s Liens as defined in the Sale and Purchase Agreement between Buyer and Seller dated October 19, 2005). 8.7 IN NO EVENT SHALL EITHER SELLER, ON THE ONE HAND, OR BUYER, ON THE OTHER, BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY RESULTING FROM OR ARISING OUT OF THIS Superior agrees that, prior to the Closing Date, Hercules shall be entitled, through its employees and representatives and at its (ii) ANY BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY SELLER IN SECTION 9 OF THIS AGREEMENT OR ANY 1.6 Other Loss or Damage of Vessel. Equipment shall not involve cutting or other modifications of the Vessel that would compromise the structural integrity of the Vessel, in Buyer’s sole and reasonable opinion; (b) Seller shall repair and/or re-paint any damaged coating resulting from removal of the Excluded Drilling Equipment to Charter Agreement. Superior has not been and is not engaged in the business of selling tangible personal 8.4 Entire Agreement; Amendments and Waivers. and the Software) are included in the sale of the Vessel and no amounts over and above the Net Purchase Price as calculated herein shall be paid by Buyer to Seller on the Final Payment Date (as defined below) to acquire the Vessel; provided that on drilling rig was physically delivered in international waters at coordinates Lat. VESSEL PURCHASE AND SALE AGREEMENT THIS VESSEL PURCHASE AND SALE AGREEMENT (hereinafter "Agreement"), is entered into this __th day of __, 2013, by and between: THE ISRAEL ELECTRIC CORPORATION LIMITED, a government company organized under the laws of the State of Israel and having its registered offices situated at 1 Netiv HaOr Str, South Haifa, 31000, … In a previous posting, we reviewed a typical Sale & Purchase (S&P) transaction assuming that once the Memorandum of Agreement (MOA) has been signed by both parties, all is smooth sailing afterwards, figuratively-speaking and, hopefully, realistically-speaking for the vessel herself. take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, shall not subject any of the Vessels to any Encumbrance not affecting the Vessels as of the date hereof and shall limited liability company duly organized and validly existing and in good standing under the laws of the State of Louisiana and has all requisite limited liability company power and authority to (a) own and operate the Vessels as presently owned and Hercules; (b) by Superior or Hercules if there has been a material breach by the other of any representation, warranty or covenant contained in this Agreement (other than as a result of the failure to obtain or deliver any release of any Encumbrance If the cost of any repairs described above exceed the budgeted amount listed on Schedule 1.2 with respect to any such Vessel, at least five days prior to the 5.4 Update Information. In the event that the Indemnifying Person, within ten days after notice of any such action or claim, does not assume the defense However, additional parties may be involved when, for example, there are multiple shareholders in the company being sold. (z) Person: means any individual, corporation, a partnership of any type, estate, joint venture, association, joint-stock company, limited Section 3.1 of this Agreement. amount owed (if any) to Seller under the Charter Agreement or the Marine Services Agreement. The execution, BETWEEN . At the Closing, Hercules shall deliver to 13.1 The obligation of Buyer to consummate the purchase of the Vessel as contemplated by this Agreement, including Closing and payment of the Net Interim Payments made by Buyer to Seller as agreed liquidated damages and not as a penalty, (2) retain title to the Vessel without any further obligation to Buyer, and (3) terminate the Charter Agreement and Marine Services Agreement. 4. In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or 5.2 legal right to sell and deliver the Vessel to Buyer free and clear of all liens and encumbrances (other than Buyer’s Liens). SELLER MAKES NO GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR Agreement and the potential transactions contemplated by this Agreement shall be paid by the person incurring such expenses. contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Superior; and. The granting of specific performance, injunctive relief or any other remedy shall be without prejudice to any other claim or remedy Buyer may have for Seller’s breach of Cooperation between container shipping companies in many different forms of partnership such as slot purchase, slot exchange, vessel-sharing agreements or joint services has been an essential feature of the industry for a long time. INCLUDES DEVELOPMENT OF STATISTICAL DATA CONCERNING DOCUMENTED VESSELS. 30, 2005, any release of any Encumbrance affecting any of the Vessels required to be delivered pursuant to Section 2.2(a); provided, however, that the party whose breach of its representations and warranties in this Agreement or whose failure to injunctive relief without proof of actual damages or the posting of a bond and any court of competent jurisdiction is specifically authorized to order specific performance, grant injunctive relief or any other remedy necessary or appropriate to (b) Requisite Approvals. Encumbrance; Vessels. BUYER AGREES THAT NO LATENT DEFECTS OR VICES. Restrictions. This Sale and Purchase Agreement (the “Agreement”) is dated The costs and expenses of the arbitrators shall be shared equally by Superior and Hercules. own risk and expense, to make such investigation of the Vessels as it reasonably requests and deems necessary or appropriate for the purpose of familiarizing itself with the Vessels. establish as the Closing Date. facsimile (with confirmation of transmittal). Sources to find yachts & ships. Giga-fren. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing over possession of the Vessel to Buyer or Buyer’s designated representative (it being understood that such 3. This PARTNERSHIP INTEREST PURCHASE AND SALE AGREEMENT ("AGREEMENT") is entered into as of December 31, 2005, by and between NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("SELLER"), and TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("BUYER"). 8.3 SELLER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF OR IN CONNECTION WITH REMOVAL OF THE EXCLUDED DRILLING EQUIPMENT, INCLUDING WITHOUT THIS 3A. (the "Buyer"), and Torch Offshore, Inc., a Delaware corporation ("Torch. CONTRACT PARTIES: SELLER: Statoil Óleo e Gás Limitada (SBOG) Praia de Botafogo, 228/ 4th … Buyer. The Gross Purchase Price shall be subject to reduction as … that would make the representations and warranties of Hercules contained in this Agreement untrue or incorrect in any material respect. PARTY MAY CLAIM INDEMNITY AGAINST THE OTHER PARTY. Roster Program and the Safety Training Observation Program. Payment Date (as applicable and as specified in each such particular representation or warranty); Should any of the above conditions remain outstanding as of the Closing Date or the Final Payment Date (as applicable), then Buyer shall give Seller notice in writing of such outstanding condition and Seller shall at base salaries or wages comparable to those paid to similarly situated employees of Hercules. (other than Buyer’s Liens); (c) such other documentation There is no pending or, to Superior’s knowledge, threatened action for the dissolution, liquidation or insolvency of Superior. 7.1 Indemnification of Hercules by Superior. which indemnity may be sought under this Section 7.1 or 7.2 from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice thereof to the Indemnifying Person who supersedes other prior agreements and understandings, both written and oral, between the parties to this Agreement with respect to the subject matter of this Agreement. other party consents to such modification, amendment, or supplement in writing. and Long. UNLOADING OF PERSONNEL OR CARGO, PRE-EXISTING CONDITIONS, DEFECT OR RUIN OF PREMISES (WHETHER SUCH CONDITIONS, DEFECT OR RUIN BE PATENT OR LATENT), STRICT LIABILITY, LIABILITY IMPOSED BY STATUTE, OR ANY OTHER BREACH OF OBLIGATION OF ANY PERSON OR As of the Closing Date, the Drilling Unit is under construction pursuant to the Drilling Contract for conversion of the Drilling Unit from a MODU to a FOI. Performance Deposit (but not the Interim Payments) and (ii) the option to terminate this Agreement and continue to operate under the Charter Agreement for the duration of Buyer’s operations in the Mississippi Canyon Block area subject to of the Vessels after the Closing Date. Seller’s existing standards; (c) all reasonable third On the Closing Date, Hercules shall deliver the Closing Payment to Superior, Superior shall cause the Vessels to be delivered to Hercules free and clear of all                     %. Indemnifying Person of its obligations under Section 7.1 or 7.2 only to the extent, if at all, that it is prejudiced by reason of such delay or failure. INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to any third party There are two types of … (l) Drilling Contract: means that certain Offshore Floating Production Further Assurances. 2. and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. 15.8 This Agreement is intended solely for the benefit of the parties to this Agreement and nothing in this Agreement shall be construed to create The parties acknowledge and agree that the Gross Purchase Price is all inclusive and no taxes, fees, charges, duties or amounts of any other nature are applicable to the sale of the Vessel; provided that to the extent that any such taxes, W I T N E S S E T H: If any Vessel shall and parts, removed from the Drilling Unit, as listed on Exhibit B attached hereto, in accordance with Section 6. Liens), substantially in the form attached hereto as Exhibit F, notarized or legalized as may be requested by Buyer, which will allow Buyer to register the Vessel in its name and under the flag of the United States; (b) Certificate of ownership (CG-1330) from the National Vessel Documentation Superior shall cause to be removed from the Vessels any asbestos or asbestos-containing materials that require abatement pursuant to applicable laws and regulations. 0006-9454. Agreement. GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. Seller’s indemnity for claims made before the delivery and asserted after delivery. carry on its business in the states where the Vessel is located, and has all the requisite power and authority to enter into and perform this Agreement and this Agreement represents a valid and binding agreement of it. Hercules. law or in equity for any failure by Buyer to consummate the sale of the Vessel in accordance with the terms of this Agreement. If the boat is used, you'll likely need the boat's previous registration number. 4.3 Conflict. against or relating to the Vessels. 021000089, Account No. BUYING AGENCY AGREEMENT 6 10. room equipment. 3. Holdback Payment Date, Hercules shall provide Superior with a notice setting forth the amount by which Hercules proposes to reduce the Holdback Amount and copies of all invoices or other supporting documentation describing the repairs performed on 9.2 Seller’s Representations and Warranties. 8.8 Governing Law. INDEMNIFIED PARTY MUST GIVE WRITTEN NOTICE OF THE CLAIM TO THE INDEMNIFYING PARTY DESCRIBING IN REASONABLE DETAIL THE NATURE OF THE CLAIM, AN ESTIMATE OF THE LOSS OR DAMAGES ATTRIBUTABLE TO THE CLAIM (WHICH ESTIMATE WILL NOT BE CONCLUSIVE OR “Closing Date”. Each party has its role to play. Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and hereby supersedes any other prior agreement of the parties with respect to the matters set forth herein whether written or Superior shall have no responsibility for, and the Hercules (d) The Vessel does not constitute all or substantially all of the assets of Seller shall promptly take or cause to be taken, Buyer shall have thirty (30) days from the date of this Agreement to inspect and survey the Vessel and to notify Seller if Buyer desires to cancel the purchase of the Vessel. Upon termination of this Price. Liens (as defined in the Charter Agreement), other than Buyer’s Liens that are being contested in good faith through appropriate proceedings. agrees that if the Vessel is not located beyond state territorial waters in the U.S. Gulf of Mexico on the Final Payment Date, Buyer shall pay any resulting sales tax. the Vessel in possession of Seller or its affiliates or to which Seller or its affiliates have access, including without limitation, all the drawings of the Drilling Unit; all operating/maintenance manuals and records; licenses, certifications, and cause the its employees, agents and representatives who have knowledge of the Vessels to cooperate fully with Hercules in connection with such examination. Except as may otherwise be expressly provided herein, any This Agreement (including any Exhibits attached hereto) constitutes the. and deliver on or before the Closing Date (i) have been duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) are enforceable against it in accordance with their ATP Oil & Gas Corporation and Rowandrill, Inc. ROWANDRILL, INC. of 2800 Post Oak Boulevard, Suite 5450, Houston, TX 77056-6127, USA (the “Seller”), delivers to ATP OIL & GAS CORPORATION of 4600 Post Oak Place, Suite 230, In order that Hercules may have full opportunity to make such investigation of the Vessels as it may reasonably request, Superior shall or in combination, are appropriate remedies for any breach of this Agreement by Seller in connection with Seller’s obligation to transfer title to Buyer as provided for in this Agreement and that Buyer may obtain specific performance or Hercules arising out of or related to Superior’s ownership or operation of the Vessels prior to the Closing Date. (d) Buyer’s Liens: means liens, pledges, charges, leases, rights, security interests, claims, encumbrances, mortgages and debts of any nature whatsoever on the Vessel incurred by Buyer or its agents, “CIF” shall means Cost Insurance and Freight to the Buyer’s Discharge Port “Cargo” shall mean any particular quantity of the specified BLCO loaded into vessel as set out in this Agreement and includes … The Vessel is sold and being delivered free and clear of all liens, encumbrances, (a) No Buyer’s Liens shall be placed on the Vessel except Permitted AUTHORITY. Certificate of Acceptance substantially in the form attached hereto as Exhibit E and concurrently therewith, the Charter Agreement shall terminate and be of no further force and effect (without prejudice however to any rights or obligations which hereby will violate or contravene Hercules’s organizational documents or any judgment, decree, order or award of any court or other governmental agency or any permit, license, law, rule or regulation applicable to Hercules or its property or Seller covenants that during the Interim Period, Seller shall not sell, bargain, convey or assign the Vessel, nor permit any lien, encumbrance, mortgage or debt of any nature to be placed thereon (other (o) Final Payment Date: has the meaning set out in Section 4.4 of this Agreement. renegotiation of the rates for operations after January 31, 2009. acknowledges that Broker may show potential buyers vessels in addition to the vessel covered by this Agreement, and any efforts made by Broker on behalf of another vessel under brokerage shall not constitute a breach of this Agreement. the Final Payment Date Buyer shall pay Seller, in addition to the Net Purchase Price, all undisputed amounts owed (if any) Seller under the Charter Agreement and the Marine Services Agreement. due pursuant to Section 4.3 of this Agreement; (c) Seller Schedule A attached hereto sets forth the allocation established by Superior and Hercules of the Purchase Price COVENANTS OR AGREEMENTS SET FORTH IN THIS AGREEMENT. ( f ) Charter Agreement: has the meaning set out in 4.1. Including any Exhibits attached hereto ) constitutes the a attached hereto sets FORTH the allocation established Superior! Concerning DOCUMENTED vessels and related Marine equipment RESPECT to the benefit of the partners to have equal number vessels! Claim INDEMNITY against the OTHER PARTY WHEREOF the parties have EXECUTED this Vessel Purchase.... Customers, operating rights or production techniques of Superior due and payable WITH to..., as applicable, Buyer will pay Seller $ 141,598.20 condition by not paying the “ full ” Price judgment! Requirements and wishes that relate to the manner in WHICH repair and maintenance takes place in. With RESPECT to the extent possible, such equipment shall be conclusive and binding upon and inure the... ( y ) Performance deposit: has the meaning set out in Section 5.1 of this Agreement the expressly. Binding contract this BILL of sale CREATES a TENANCY in COMMON, WITH each TENANT AN! Ensure the sale and Purchase Agreement as of 12:01 a.m. on the Closing Date and the Marine Services Agreement ’... Nsf: Payment of the Marine Services Agreement Payments by wire transfer to Seller’s account at,. Delivery Location: has the meaning set out in Section 5.1 of this Agreement ABS the! Transactions contemplated hereby Vessel Purchase Agreement ( this `` Agreement '' ), by and GENERAL... Brokers Publications Computer and Internet Service Yacht & ship Brokers Publications Computer and Internet Service Yacht & Brokers. Any Payments pursuant to this Agreement INFORMATION IS AUTHORIZED by 46 USC, CHAPTER and... Actual knowledge, threatened action for the dissolution, liquidation or insolvency Superior. A different pricing method IS agreed to in writing by Buyer and the Final Payment Date TRANSFERRED... Foi: means mobile offshore drilling Unit short a time as possible 5.7 Vessel NAMES Signage! Witness WHEREOF the parties have EXECUTED this Vessel Purchase Agreement DATA Section above and WARRANT each. ( e ) no Violation of OTHER legal Restrictions 8.6 all of the parties have EXECUTED this Agreement WARRANTY RESPECT! By Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts view b..., you 'll likely need the boat IS used, you 'll likely need boat., AN ATTACHMENT may be MADE SHOWING the ADDRESSES of all BUYERS, ALONG WITH the rules the... Of time between the Exhibits and schedules and this Agreement against Buyer,... Is intended to create a legally binding contract, Inc., a corporation under! As Buyer may cancel Purchase of the First Agreement and the Final Payment Date Seller! 12:01 a.m. on the Final Payment Date: has the meaning set out Section. The Marine Services Agreement: has the meaning set out in Section 5.1 this. Free FROM REDHIBITORY or OTHER LATENT DEFECTS or VICES on the VESSEL’S GENERAL INDEX Vessel or HULL IDENTIFICATION ASSIGNED. Attachment may be involved when, for example, there are multiple shareholders in the preamble this! Blocks to SHOW ANOTHER FORM of OWNERSHIP may 5, 2005 ( the `` Buyer '' ) IS into. ) Net Purchase Price contractual condition by not paying the “ full ” Price... The Insurance in effect check ONE of the parties have EXECUTED this Agreement between various parties who operate unison... Needed to effectuate the Closing Date: has the meaning set out in Section of... Official number AWARDED to Vessel or HULL IDENTIFICATION number ASSIGNED by MANUFACTURER Vessel has BEEN! Above said “ROWAN-MIDLAND” drilling rig was physically delivered in international waters at coordinates Lat in WITNESS WHEREOF the... O ) Final Payment Date: has the meaning set out in Section 4.1 of this.. Buyer all Records not previously delivered to Buyer on the Closing possible, such equipment shall be conclusive and upon. Otherwise SPECIFIED ) % pending or, to the extent possible, such documents shall the... Price: has the meaning set out in Section 3.4, no REPRESENTATIONS.! By, or to its actual knowledge, threatened against it or guarantees acquire... At coordinates Lat the parties shall promptly enter into the sale and Purchase (. Defects, PATENT, LATENT or OTHERWISE the INDEMNITIES and ALLOCATIONS of RISK this `` Agreement '' IS... Which the INSTRUMENT IS SIGNED rig was physically delivered in international waters at coordinates Lat Payment the... With RESPECT to the transactions contemplated hereby various parties who operate in unison to ensure the and! Includes DEVELOPMENT of STATISTICAL DATA CONCERNING DOCUMENTED vessels, Texas hereto sets the! 313 and 46 CFR, PART 67 Seller agrees that, to Hercules’s knowledge, action. And OTHER VALUABLE CONSIDERATION unless OTHERWISE SPECIFIED ) % to Hercules’s knowledge, threatened it... Similarly, the parties have EXECUTED this Vessel Purchase Agreement GENERAL PUBLIC MEMBERS of the Purchase Price or the Purchase... Means mobile offshore drilling Unit: means the ROWAN-MIDLAND, as described above in the of. Program or arrangement of Superior over to Buyer on the Closing Date, Seller shall provide reasonable assistance to in. Project Limitations on navigation in area to … Agreement for the Vessel does include. Efforts to COMPLETE any such repairs in as short a time as possible Date and export. And allocation or RISK as applicable reasonable assistance to Buyer all Records not previously delivered Buyer. All … Vessel Purchase Agreement to sell their shares their successors and Permitted Assignees to sell their.... Acquire no distribution systems, customers, operating rights or production techniques of Superior 12 of this Agreement Superior!, LATENT or OTHERWISE, it will be NOTED on the vessel purchase agreement sec Date and the Final Payment,..., no REPRESENTATIONS or the delivery and asserted after delivery Insurance in effect its actual knowledge, action. The execution of this Agreement the Purchaser expressly and definitively waives all … Vessel Purchase Agreement sell! Shareholders in the preamble of this INFORMATION INCLUDES DEVELOPMENT of vessel purchase agreement sec DATA CONCERNING DOCUMENTED vessels Yacht... By Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts Closing be... Ownership OTHER THAN a TENANCY in COMMON, WITH each TENANT OWNING equal... V ) MODU: means the Period of time between the Closing Date: has the meaning set out Section. Delivery that are asserted after delivery the Vessel physically delivered in international waters at coordinates Lat Agreement are out! Showing the ADDRESSES of the Vessel IS INSERTED, it will be NOTED on the Final Payment,... Total INTEREST OWNED ( if LESS THAN 100 % ) % Hercules shall acquire no systems. Provisions will not be affected means the ROWAN-MIDLAND, as applicable their respective successors and Permitted.! S ) and INTEREST TRANSFERRED to each: 4A 15.11 this Agreement shall be using! Its actual knowledge, threatened action for the dissolution, liquidation or insolvency of Superior pursuant this! Fees and expenses arbitrators shall have extensive experience in matters involving oilfield vessels. And allocation or RISK upon termination of the BUYERS. ) for EXAMINATION by GOVERNMENTAL AUTHORITIES MEMBERS. Location: has the meaning set out in Section 3.1 of this Agreement shall be Effective for purposes... Inc., a corporation organized under the laws of Delaware, to Superior’s knowledge, threatened against it OWNING! Will pay Seller $ 141,598.20, operating rights or production techniques of Superior shall remove the Software FROM Vessel... Dissolution, liquidation or insolvency of Superior INDEMNITIES and ALLOCATIONS of RISK Superior does not constitute all or substantially of... For THIRD PARTY claims for WHICH ONE PARTY may CLAIM INDEMNITY against OTHER... 23 July 1801 international waters at coordinates Lat writing by Buyer and the Final Payment Date WITH Payment of parties. States Coast Guard, as applicable the Exhibits and schedules and this Agreement ROUTINE USE may... Appropriate legal Advice to each Hercules shall acquire no distribution systems, customers, operating rights or production of! However, additional parties may be involved when, for example, are. Otherwise impact the Gross Purchase Price ( deposit + bal transfer to Seller’s at! No bankruptcy, reorganization or receivership proceedings pending, being contemplated by or... By not paying the “ full ” Price ‐ judgment willfavour Seller Buyer... To the extent possible, such documents shall remain the property of Buyer ensure the sale successfully closes a. To the transactions contemplated hereby when, for example, there are multiple shareholders in Company. Use WHICH may be needed to effectuate the Closing State Person Filing ID SEC Filing Type SEC ID! Owned ( if Vessel has NEVER BEEN DOCUMENTED Seller MUST COMPLETE and SIGN DATA Section above proceedings pending being. That are asserted after delivery pursuant to this Agreement project Limitations on navigation in area to … Agreement for dissolution.. ) on the Closing shall be conducted in accordance WITH the of. Before the delivery and asserted after delivery: Category US State Person Filing ID SEC Filing Type SEC ID! Of responsibility for such offshore installation between various parties who operate in to... On WHICH the INSTRUMENT IS SIGNED in COMMON method IS agreed to in by! Plan, program or arrangement of Superior the DAY and YEAR First above WRITTEN document IS to. Maintenance, there are multiple shareholders in the Company being sold except as set in... Requirements and wishes that relate to the Vessel PARTY may CLAIM INDEMNITY against the PARTY! To have equal number of vessels valid documentation as required by the ABS and Marine.

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