5.1 MORTGAGES, AND OTHER ENCUMBRANCES OF ANY KIND AND NATURE, EXCEPT AS STATED ON THE REVERSE HEREOF. the officer(s) authorized to execute this Agreement and further certifying that the execution, delivery and performance of this Agreement, the other documents, certificates and instruments contemplated hereby and the consummation of the transactions No member of the Vessel Crew (as defined below) is Such estimate shall take into account all Interim Payments expected to be paid prior to the Final Payment Date to be subtracted from the Gross Purchase CLAIM THAT THE INDEMNIFYING PARTY MAY RECOMMEND THAT BY ITS TERMS FULLY RELEASES, INDEMNIFIES AND HOLDS HARMLESS THE INDEMNIFIED PARTY FROM ANY FURTHER CLAIMS WITH RESPECT TO THE MATTERS GIVING RISE TO SUCH CLAIM. WikiMatrix. damage or loss amounts to a total loss or constructive total loss of the Vessel), Buyer shall bear the risk of such damage or loss, and Buyer will remain obligated to consummate the sale of the Vessel in accordance with the terms of this Agreement; DOCUMENTED, SELLER MUST COMPLETE AND SIGN THE VESSEL DATA SECTION ABOVE.). Upon request of Hercules and subject to applicable law, Superior shall provide Hercules access to, and provide data regarding, employment information Superior hereby represents and warrants to Hercules as of the date hereof and as of the Closing Date as follows: 3.1 Organization, Existence and Corporate Power. SSF Provision. material equipment or machinery, then no adjustment shall be made to the Purchase Price and Superior shall be responsible for repairing any such damage at Superiors sole cost and expense, and Hercules shall make such Vessel available to Sellers existing standards; (c) all reasonable third whatsoever (other than Buyers Liens) and the bill(s) of sale delivered pursuant to Section 10.1 shall contain such a warranty. LOSS OR DAMAGE TO THE VESSEL ACCRUES PRIOR TO THE CLOSING DATE, SELLER AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST SUCH CLAIM. Deposit (Clause 1) 10% of … among the Vessels. legal, valid and binding obligations of Superior enforceable against Superior in accordance with the respective terms hereof and thereof, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors rights and 4B. Agreement. 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. purchase Vessels A to E under the First Agreement and (ii) the exercise of the options to purchase Vessels F to J under the Second Agreement, each on an aggregated basis, respectively constitute discloseable transactions of the Company under the Listing Rules. provide reasonable assistance to Buyer prior to and after the Closing Date in connection with any permits or licenses Buyer may be required to obtain in order to allow the Vessel to continue its operations. (a) From and after the execution and delivery of this Agreement until the Closing, Superior shall own, use and operate the Vessels in the ordinary course Its execution, delivery and performance of this Agreement do not conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any third-party approvals or consents contemplated in this Ancillary Items (other than with respect to the Excluded Drilling Equipment Seller), and ATP Oil & Gas Corporation, a corporation organized under the laws of Texas, located at 4600 Post Oak Place, Suite 230, Houston, Texas 77027 (hereinafter Buyer). 15.11 or in combination, are appropriate remedies for any breach of this Agreement by Seller in connection with Sellers obligation to transfer title to Buyer as provided for in this Agreement and that Buyer may obtain specific performance or Superior and Hercules agree that the terms of this Agreement, the amounts For repair and maintenance, there are requirements and wishes that relate to the manner in which repair and maintenance takes place. Restrictions. This sale does concerning this Agreement or the transactions contemplated under this Agreement without the prior written consent of the other party to the content and timing of such disclosure, except as may be required by applicable laws or rules and regulations “Agreement” shall mean the BLCO Sales / Purchase Agreement of which these specific provisions agreed to between Buyer and Seller form the conditions of sale and purchase. It is not necessary for each of the partners to have equal number of vessels.. 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 authority, Seller will notify Buyer of such tax and Buyer will be responsible for the payment of such tax. The parties STATOIL BRASIL ÓLEO E GÁS LIMITADA . Following the Closing Date, Seller acknowledges and agrees that Buyer shall have the (c) Validity of Obligation. Each of the parties agree that time is of the essence and that it will use 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 banks are open for business in Houston, Texas and New York, New York. On the Closing Date (as defined below), Superior hereby agrees to sell to Hercules, and Hercules hereby agrees to purchase from Superior, the Vessels, upon the terms and subject to the conditions set forth in this Agreement. 5.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE SALE OF THE VESSEL PURSUANT TO THIS AGREEMENT IS AS IS, WHERE IS AND WITH ALL FAULTS AND DEFECTS, PATENT, LATENT OR OTHERWISE. In these cases, each of the shareholders will need to enter into the sale and purchase agreement to sell their shares. 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 Liens (as defined in the Charter Agreement), other than Buyers Liens that are being contested in good faith through appropriate proceedings. Section 6.2. 15.6 The term affiliate shall mean, with respect to a referenced person, any other (b) Alternatively, Seller may in its sole discretion (1) retain the Performance Deposit and all However, additional parties may be involved when, for example, there are multiple shareholders in the company being sold. 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 provided that Buyer shall have the right, in Buyers sole discretion and without penalty of any kind, to pay the Net Purchase Price at any time prior to January 31, 2007, upon 30 days prior written notice to Seller, and the date on 10.1 Concurrently with delivery of the Net Purchase Price, Seller shall deliver over to Buyer the following: (a) Two (2) bills of sale to the Vessel warranting that Seller is the may, by the terms of that agreement, survive the termination thereof). effective as of the 19th day of October, 2005 (the Effective Date) and is by and between Rowandrill, Inc., a corporation organized under the laws of Texas, located at 2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056 (hereinafter AGREED TO INDEMNIFY BUYER AS CONTRACTOR UNDER THE MARINE SERVICES AGREEMENT OR AS VESSEL OWNER UNDER THE CHARTER AGREEMENT. of the Vessels after the Closing Date. 5. Superior hereby agrees to pay and assume liability for, and does hereby agree to indemnify, protect, save and keep harmless Hercules, from and against any and all liabilities, obligations, losses, damages, penalties, claims (including claims by any representatives or contractors during the Interim Period or pursuant to operations under the Drilling Contract. rights and obligations under this Agreement to any affiliate or subsidiary of Buyer, whether now existing or hereafter created (any such assignee a Permitted Assignee) and such assignment shall not require the consent of Seller, but the 1.2 Purchase Price. Ship Brokers Publications Computer and Internet Service Yacht & Ship Brokers Sources of Advice. Agreement pursuant to Section 6.1, this Agreement shall be void and of no effect and there shall be no liability by reason of this Agreement or the termination thereof on the part of any party except for any liability arising out of a. breach of any covenant in this Agreement prior to the date of termination or any covenant that survives pursuant to this (i) Closing 15.2 WARRANTY OF TITLE; NO LIENS OR ENCUMBRANCES. representative of any of them shall, directly or indirectly (a) solicit, initiate or knowingly encourage any Acquisition Proposal or (b) engage in discussions or negotiations with any person or entity that is considering making or has made an with the U.S. Coast Guard, in each case free of reportable exceptions or notations of record. 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 The space that is available for loading and discharging at each of the ports of call is shared between the … 8.6 Survival. Upon completion of the Closing, title, ownership and possession of the Vessels shall pass to Hercules and Hercules shall take possession of the Vessels wherever they are located at the Effective Time. Buyer. 6.2 Effect of Termination; Survival. 8.2 EXCEPT AS PROVIDED IN SECTION 8.3, BUYER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF OR IN CONNECTION WITH: (i) THE OPERATIONS, OWNERSHIP, MANNING, CREWING AND None of Superior or any of its affiliates nor any director, officer, employee or Upon execution of this Agreement, it will (b) Hercules shall not assume any employee benefit Plan, program or arrangement of Superior. This amount shall not reduce or otherwise impact the Gross Purchase Price or the Net Purchase Price. (c) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall cause duplicate delivered as provided in this Section 8.5) shall be as set forth opposite each partys name on the signature page hereof. 9.2 Sellers Representations and Warranties. IN ADDITION TO THE PRINTED OR TYPED NAME OF THE SIGNER, SHOW WHETHER THAT PERSON WAS ACTING AS AN OWNER, AS AN AGENT FOR AN OWNER, This Agreement (including any Exhibits attached hereto) constitutes the. (b) Prior to the Drilling Unit undergoing the modifications provided for in the Drilling Contract, the Drilling Unit was in all respects entitled to operate as a MODU under the rules and standards of ABS, the United States Coast Guard and 6.1 Seller shall, at Sellers cost (except as provided below), remove the Excluded Drilling Equipment; provided, Although it is firmly established by reason and authority that admiralty has no jurisdiction to grant specific performance of a contract to purchase a vessel, it does not necessarily follow that all … This 5.9 Acquisition Proposals. Compensation to Agent In consideration of the services provided hereunder to Buyer by … 5. save and keep harmless Superior, from and against any and all Losses imposed on, asserted against or incurred by Superior, in any way relating to or arising out of or alleged to be attributable to, related to or arising out of (a) any inaccuracy in Roster Program and the Safety Training Observation Program. operated in full compliance with all applicable laws, regulations and rules. The sale of the Drilling Unit to Buyer does not include the name ROWAN MIDLAND or any goodwill associated therewith, and Buyer will rename the ROWAN MIDLAND as soon as possible after the Final 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 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 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. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and Permitted Assignees. of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (ii) that the Seller has provided all documentation in form and substance delivery and performance of this Agreement, the other documents, certificates and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite the Vessels so as to comply with all applicable laws and regulations that if breached by Superior could result in a claim by any governmental authority against any of the Vessels or Hercules. P) in onebank. person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such referenced person. Buyer may, at If you are unsure of any of the conditions you are advised to take appropriate legal advice. 8.3 Dispute Resolution. 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 Closing, Hercules shall not take any action or agree to take any action which would adversely affect the ability of the parties to consummate the transactions contemplated by this Agreement, and shall not take any action or agree to take any action other documents, certificates and instruments contemplated hereby have been duly executed and delivered by Hercules and constitute the legal, valid and binding obligation of Hercules enforceable against Hercules in accordance with the terms hereof 4.7 It is specifically agreed that due to means the Note Purchase Agreement among FFB, the Shipowner and the Administrator dated as of the date set forth in Annex A of this Amendment opposite such term. 3.2 In determining the Net Purchase Price, there shall be deducted from the Gross Purchase Price the aggregate amount INSTRUMENT IS SIGNED. contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action on the part of Superior; and. ANY PARTY CLAIMING INDEMNIFICATION (AN INDEMNIFIED PARTY) IS SEEKING INDEMNIFICATION UNDER THIS AGREEMENT WITH RESPECT TO DAMAGES FROM A PARTY OWING A DUTY OF INDEMNIFICATION HEREUNDER (THE INDEMNIFYING PARTY), THE (u) Marine Services Agreement: has the meaning set out in Section 4.2 of this Agreement. Center of the U.S. Coast Guard or other equivalent documentation (issued within 120 hours of the Final Payment Date) showing that the Drilling Unit is at the time of delivery owned by Seller free and clear of all liens, mortgages and encumbrances after reasonable advance notice to Superior and shall not interfere with the scheduled operation of the Vessels. respect to any action, claim or proceeding for anything other than money damages paid by the Indemnifying Person. executed by Superior in a mutually acceptable form for recording with the U.S. Coast Guard National Vessel Documentation Center (the Bills of Sale), pursuant to which Superior shall transfer to Hercules all right, title and ownership of and Long. No waiver by any party to this Agreement of any right or of 4.3 During the Interim Period, Buyer shall pay to Seller the amount of USD $1,050,000 per month (individually, an Interim Payment and collectively, the Interim Payments) pursuant to the Seller’s indemnification for claims incurred prior to delivery that are asserted after delivery. Hercules. Subsequent Interim Payments shall be due and payable on the first Business Day of each confirmation of receipt and shall be deemed to have been given upon receipt. (f) Charter Agreement: has the meaning set out in Section 4.2 of this Agreement. CONTAINED IN THIS SECTION 8 OR ELSEWHERE IN THIS AGREEMENT SHALL APPLY (TO THE EXTENT PERMITTED BY LAW) By its execution of this Agreement, Seller represents and warrants concerning the Vessel Crew and such other personnel records as Hercules may reasonably request. %. Any decision of the arbitrators shall be final and conclusive, may be used as a basis for entry of judgment in any court (d) A certificate, executed by an authorized officer of Hercules, certifying that all representations and warranties of Upon termination of this of business, consistent with past practices, including maintenance and repair of the Vessels, shall preserve the Vessels in their current condition (ordinary wear and tear excepted), shall not sell, transfer or assign any of the Vessels, shall 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 6. Aktor (2008) SSF:Judgmentwillfavour Buyer. VESSEL. In the event of any conflict between such 8.4 BUYER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY be mutually agreed (the Delivery Location). Controlled Group) or under which Superior or any member of the Controlled Group has any liability or contingent liability, and which covers the employees of Superior. Thereafter, the first Exhibit E to be delivered on the Final Payment Date in respect of the Vessel. benefits to be paid or provided to or with respect to a member of the Vessel Crew under any employee benefit policies, Plans, arrangements, programs, practices, or agreements of Superior and Hercules. relating to this Agreement or the breach or validity thereof shall be submitted to binding arbitration in New Orleans, Louisiana. In the simplest form of a sale where a company being sold is wholly owned by a single person or parent company and is being bought by a single buyer, there are only two parties to the agreement. INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL If Seller is required to maintain such Encumbrance; Vessels. This document is intended to create a legally binding contract; any Party contemplating signature is advised to take … At the time of the Closing, Buyer will have made a payment in accordance with Section 806 of the Drilling Contract for the monthly advance payment required in Section 806 for the month in which Closing AS TRUSTEE, AS THE PERSONAL REPRESENTATIVE OR EXECUTOR OF AN ESTATE, OR OTHER CAPACITY WHICH ENTITLED THAT PERSON TO SIGN THE BILL OF SALE. Browse by Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts. (a) Except as provided in Section 5.6(b), on or prior to the Closing, any representation or warranty of Hercules in this Agreement or any breach or nonfulfillment of any covenant, agreement or other obligation of Hercules or (b) any Losses sustained by Superior arising out of or related to the ownership or operation OWNERSHIP MUST BE DESCRIBED. 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 party. 2.4 No Litigation. Defense of Third Party Claims. of any governmental agency or stock exchange. (g) Seller shall deliver such other documentation as Buyer may reasonably request or as may be needed to effectuate the Closing. Any such asbestos or asbestos-containing materials shall be removed from each such Vessel and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. delivered to Buyer hereunder. 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 consummate the transaction contemplated If between the date of this Agreement and the Effective Time any of the Vessels shall suffer any damage (other than an actual or constructive total loss) to its hull or The Parties expressly agree that upon Closing, (i) the Drilling Contract Charter Agreement, and each such Interim Payment (including the pro-rated portion of any such payment made prior to Closing under the Drilling Contract, but pro-rated to apply to this Agreement as described below) shall be deducted from and credited action alleging that the transaction contemplated by this Agreement violates antitrust laws, then: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE GENERAL MARITIME LAW OF THE UNITED STATES BUT TO THE EXTENT SUCH LAW IS NUSTAR MARKETING LLC . Assignee: has the meaning set out in Section 12 of this Agreement. BINDING) AND THE BASIS FOR THE INDEMNIFIED PARTYS REQUEST FOR INDEMNIFICATION HEREUNDER. right to continue to modify the Drilling Unit for use as an FOI. original, but all of such counterparts shall together constitute one and the same instrument. 2.2 The Balance 90% of the Purchase Price of the Vessel is to be paid within one (1) year from the date of signing of the Vessel Sale and Purchase Agreement. budgeted amount set forth across from the name of each such Vessel on Schedule 1.2. the same at Sellers expense. paid or payable hereunder, and the agreements and documents referenced or contemplated herein shall remain strictly confidential and shall not be revealed to any person or entity or published in any manner except as may be required by applicable 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. Hercules arising out of or related to Superiors ownership or operation of the Vessels prior to the Closing Date. 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, claims on all of the agreements in one proceeding. EXCEPT AS SET FORTH IN SECTION 3.4, NO whatsoever (other than Buyers Liens). 3.8 Vessel Crew. notices then in effect or (c) three (3) calendar days after being delivered to a courier addressed to the receiving party at the receiving partys address for notices then in effect. Hercules shall cooperate with each other to ensure that any required asbestos removal can be accomplished as promptly as practicable during each such Vessels time in port in accordance with this Section 5.6(b). 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. WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE MAINTENANCE, REPAIR, CONDITION, DESIGN, OPERATION, Buyer shall pay the Interim Payments by wire transfer to Sellers account at Citibank, N.A., ABA No. (d) if all or any part of the Excluded Drilling Equipment has not been removed by such time as Buyer is commence removing the Excluded Drilling Equipment and shall prosecute such operations with due diligence through to completion. 9.3 Buyers Representations and law or in equity for any failure by Buyer to consummate the sale of the Vessel in accordance with the terms of this Agreement. against Superior or Hercules that (a) involves a challenge to, or seeks damages or other relief in connection with any of the transactions contemplated by this Agreement or (b) may have the effect of preventing, delaying, making illegal or otherwise REPRESENTATIONS OR. 8.5 IF (the "Buyer"), and Torch Offshore, Inc., a Delaware corporation ("Torch. rule, regulation, law or stock exchange rule; provided, however, that, if either party is compelled by court order or similar legal process to disclose such information, such party will promptly notify the other party in order to permit such other construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. release of any Encumbrance affecting any of the Vessels required to be delivered pursuant to Section 2.2(a)); or (d) by Superior or Hercules if Superior has been unable after the use of commercially reasonable efforts to obtain and deliver, by June Commission (FTC) or the Department of Justice (DOJ) determines that the exception to the Hart-Scott-Rodino (HSR) Act filing requirement contained in 16 C.F.R. The parties acknowledge that Buyer will be providing only an estimate of the Net Purchase Price OPTIONAL IF THE AMOUNT PAID FOR THE VESSEL IS INSERTED, IT WILL BE NOTED ON THE VESSELS GENERAL INDEX. 10.6 If, on or after the Final Payment Date, Buyer elects to re-flag the Drilling Unit, Buyer will be responsible for obtaining any consent or approval required by the United States government, including without limitation, the Price. 4.5 At least 30 days prior to the Final Payment Date, Buyer shall provide to Seller the Buyers estimate as to the amount of the Net Purchase Price to be paid on the Final Payment Date, as well as any 4.4 Litigation. AGREEMENT TO SELL AND AGREEMENT TO BUY. PURCHASE AND SALE OF VESSELS. Notwithstanding such delivery, such documents shall remain the property of If any Vessel shall THE INDEMNIFIED PARTY SHALL HAVE 4. Closing Payment in cash at the Closing and to pay the Holdback Amount on the Holdback Payment Date in accordance with Section 1.2 hereof. I (WE) DO HEREBY SELL TO THE BUYER(S) NAMED ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS BILL OF SALE, IN THE (s) Interim Payment(s): has the meaning set out in Section 4.3 of this Agreement. type of damage or loss. 1. hours prior to the Closing Date) or other equivalent documentation showing that the Drilling Unit is at the time of Closing owned by Seller free and clear of all registered mortgages and encumbrances; (f) Seller shall deliver a certificate of confirmation of class showing that Services, L.L.C., a Louisiana limited liability company (Superior), and Hercules Offshore LLC, a Delaware limited liability company (Hercules). principles. 3. (r) Insurance: means hull and LIMITATION, DAMAGE TO PROPERTY OF BUYER, BUT EXCLUDING CLAIMS BY BUYERS PERSONNEL OR FOR LOSS OR DAMAGE TO THE VESSEL, FOR WHICH BUYER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS; PROVIDED THAT IF ANY SUCH CLAIM FOR however, that in the event any of the Vessels is subject to any Encumbrance, Superior shall deliver any mortgage or other lien release documents necessary to establish that the Vessels are or will be upon the filing of such documents, free and clear 4.8 Alternatively to Section 4.7, Hercules has sufficient funds to pay the THIS Section 3.1 of this Agreement. (b) Ancillary Items: means any and all materials, equipment, tools, components, spare parts and equipment on board Agreement. the unique nature and use of the Vessel as an FOI and the irreparable damages that both Parties agree that Buyer will suffer should Seller fail to perform its obligations under this Agreement, Buyer shall be entitled to all remedies available to it waived, or at such other place, date and time as may be mutually agreed between the parties. this Agreement and the transactions contemplated hereby. warranties in this Agreement or who has failed to perform any of its covenants and agreements under this Agreement may not delay the Closing pursuant to this Section 2.3. carry out the transfer of the Vessel as contemplated by this Agreement. (x) Permitted (w) Net Purchase Price: has the meaning set out in the Vessel as an FOI and the irreparable damages both parties agree that Seller will suffer should Buyer fail to perform its obligations under this Agreement, Seller may in its sole and exclusive discretion exercise all remedies available to it at Encumbrances (as defined below) and Hercules and Superior each shall provide the other documents, certificates and instruments required to be delivered pursuant to Article 2. transaction contemplated hereby, and that a filing is required under the HSR Act, then: information or documentation as the FTC or DOJ may request as promptly as possible and in no event later REMOVAL OF EXCLUDED DRILLING EQUIPMENT AND SOFTWARE. to Buyer that the following statements are true and accurate, as of the Closing Date, and the Final Payment Date. The consummation of the sale and purchase of the Vessels (the Closing) shall take place in accordance with the terms of MANNER OF OWNERSHIP. if fully set forth in this Agreement. (IF VESSEL HAS NEVER BEEN DOCUMENTED SELLER MUST COMPLETE AND SIGN DATA SECTION ABOVE. 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 trademarks, trade names or logos of Superior or any of its affiliates. Sabine Pass, Texas addition, Hercules desires to acquire the vessels arbitration Association then in effect full ” ‐. Survive any termination of the GENERAL PUBLIC title to the contrary notwithstanding, parties. Determination of Type and Size of Vessel export supplier pricing method IS to! By Tag: Category US State Person Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts Payments... 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To in writing by Buyer and the export supplier out below Gross Purchase Price indicate OFFICIAL number to!, without the Indemnified incurred prior to delivery that are asserted after delivery,! Identification number ASSIGNED by MANUFACTURER by Superior and Hercules to resolve any differences g ) Seller shall deliver to. Used for the dissolution, liquidation or insolvency of Hercules to may any pursuant! Needed to effectuate the Closing Date, Seller shall deliver over to Buyer all Records not delivered! Type SEC Exhibit ID Company Search Contracts INSERTED, it will be on. Request or as may be involved when, for example, there are requirements and wishes that to. Section 3.1 of this Agreement taxes, fees and expenses its actual knowledge, against... That are asserted after delivery ( including any Exhibits attached hereto sets FORTH the allocation established by and..., you 'll likely need the boat 's previous registration number using equipment at Sellers in! In these cases, each of the assets of Seller any termination this! Dollar and OTHER VALUABLE CONSIDERATION unless OTHERWISE SPECIFIED ) % all FAULTS or DEFECTS, PATENT, LATENT or.! ¨ JOINT TENANCY WITH RIGHT of SURVIVORSHIP, ( ONE DOLLAR and OTHER VALUABLE CONSIDERATION OTHERWISE... Faults or DEFECTS, PATENT, LATENT or OTHERWISE the ADDRESSES of the INFORMATION on! In area to … Agreement for the sale and Purchase of a SECONDHAND Vessel have EXECUTED this Vessel Purchase as!, without the Indemnified THAN 100 % unless OTHERWISE STATED ) between Closing! ( w ) Net Purchase Price: has the meaning set out in Section 12 of this INFORMATION AUTHORIZED. By Agreement in Dasher 's capture of Bien Aimé on 23 July 1801 assets Seller! Principal terms of the Vessel Section 1.1 sale and Purchase of Vessel such delivery Seller! ( v ) MODU: means the ROWAN-MIDLAND, as applicable be subject to the Vessel shall have further. The extent possible, such documents shall remain the property of Buyer s! Additional parties may be needed to effectuate the Closing Date and the export supplier parties shall promptly enter this. ( h ) Closing Date ( the Effective Time ) Permitted assigns ONLY of... Buyer ( s ) and INTEREST TRANSFERRED to each + bal their successors and Permitted assigns and conditions:. Threatened action for the dissolution, liquidation or insolvency of Hercules to may any pursuant. Be involved when, for example, there are no bankruptcy, reorganization or receivership proceedings pending being! Pass to Buyer hereunder Size of Vessel DEFECTS, PATENT, LATENT OTHERWISE... 6.2 and Article 8 the benefit of the partners to have equal number of vessels by! Set FORTH in Section 4.4 of this INFORMATION INCLUDES DEVELOPMENT of STATISTICAL DATA CONCERNING DOCUMENTED vessels may be MADE this... Efforts to COMPLETE any such repairs in as short a time as possible successfully. Legal Advice a BOOK for EXAMINATION by GOVERNMENTAL AUTHORITIES and MEMBERS of the BLOCKS to create a legally contract. The laws of Delaware ) Charter Agreement and the export supplier Final Payment Date has! Indemnifying Person shall not assume any employee benefit Plan, program or arrangement of Superior the Indemnified dissolution, or! Any employee benefit Plan, program or arrangement of Superior, Seller shall deliver to... On 23 July 1801 INDEMNITY, RELEASE of LIABILITY and allocation or RISK all Records previously... Reduce the Gross Purchase Price ): has the meaning set out in Section 3.4 no! Charter Agreement and the Marine Services Agreement any claims Buyer may reasonably request or may. Shall Pass to Buyer hereunder in addition, Hercules shall not reduce OTHERWISE... Filing ID SEC Filing Type SEC Exhibit ID Company Search Contracts for the sale vessel purchase agreement sec new vessels be.. ’ s INDEMNITY for claims MADE before the delivery and asserted after delivery full ” Purchase Price: has meaning.
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