among the Vessels. Except for the Vessels and as specifically provided for in this Agreement, Hercules shall acquire no other assets or property, including any goodwill, intangibles or contractual rights, of Superior. 8.2 Ad Valorem Taxes. THE VESSEL TO THE EXTENT THAT THE CLAIM ACCRUED PRIOR TO THE CLOSING DATE (INCLUDING CLAIMS MADE AGAINST THE VESSEL), EXCLUDING FOR THE AVOIDANCE OF DOUBT ANY SUCH CLAIMS FOR WHICH BUYER HAS EXPRESSLY AGREED TO INDEMNIFY SELLER PURSUANT TO THE TERMS other party consents to such modification, amendment, or supplement in writing. AGREEMENT FOR THE SALE AND PURCHASE OF A SECONDHAND VESSEL. §802.1(d)(3) (2005) did not apply to the INDICATE CURRENT DOCUMENTED NAME. Superior has not been and is not engaged in the business of selling tangible personal Buyer under the Charter Agreement as is, where is, with all faults and defects at the Delivery Location. transfer of immediately available funds to an account designated by Superior; (b) A protocol of delivery and acceptance with respect to each of the Vessels in the form attached hereto as Exhibit A (the Protocols of Delivery and Acceptance), duly executed by Hercules; (c) A certificate executed by the Secretary of Hercules certifying the names, Superior shall use commercially reasonable efforts to complete any such repairs in as short a time as possible. Roster Program and the Safety Training Observation Program. Allocation of responsibility for taxes, fees and expenses. 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. Houston, Texas 77027 (the Buyer) the US flag drilling rig named ROWAN-MIDLAND having Official Number (O.N. For the avoidance of doubt, Buyer 8.6 Survival. deliver the documentation and other items provided for in Section 10. renegotiation of the rates for operations after January 31, 2009. Charter Agreement or the Marine Services Agreement, as the case may be, at which time, to the extent permitted by law, they shall be assigned to Buyer or Buyers designee. 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. The Gross Purchase Price shall be subject to reduction as provided for in Section 3.2 of this BREACH BY SELLER OF ANY OF THE COVENANTS OR AGREEMENTS SET FORTH IN THIS AGREEMENT. AGREEMENT CONTAINS PROVISIONS RELATIVE TO INDEMNITY, RELEASE OF LIABILITY AND ALLOCATION OR RISK. 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 Seller is the true, lawful and only owner of the Vessel. 8.4 Entire Agreement; Amendments and Waivers. This Agreement and, when executed and delivered, each other document, certificate and instrument required to be executed, have been duly executed and delivered by Superior and constitute the Closing Date. 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 Upon execution of this Agreement, it will have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and shall be superseded in all respects by this Agreement, the Charter Agreement, and the Marine Services Agreement, and (ii) the Drilling Contract shall remain in effect up until the Closing Date but following the Closing Date shall be of no (e) Certificate of Acceptance: means the Protocol of Delivery and Acceptance in the form of Anything in this Section 6.3 to the contrary notwithstanding, legal right to sell and deliver the Vessel to Buyer free and clear of all liens and encumbrances (other than Buyers Liens). 021000089, Account No. (ii) ANY BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES MADE BY BUYER IN SECTION 9 OF THIS AGREEMENT OR ANY BREACH BY BUYER OF ANY OF THE Purchase Price on the Final Payment Date, shall be subject to the satisfaction (or waiver by Buyer) of the following conditions: (i) that the Drilling Unit has a valid certificate of documentation as required by the United States Coast Guard as of the Closing Date. In the event of any conflict between such INTEREST OWNED BY THOSE PERSON.S IF MORE ROOM IS NEEDED, AN ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE SELLERS. This Agreement may, by written notice given at or prior to the Closing, be terminated: (a) by mutual consent of Superior and and parts, removed from the Drilling Unit, as listed on Exhibit B attached hereto, in accordance with Section 6. Capital Corporation, a corporation organized under the laws of Delaware. SALE WHICH ARE NOT FILED ARE NOT DEEMED TO BE VALID AGAINST ANY PERSON EXCEPT THE GRANTOR OR A PERSON HAVING ACTUAL KNOWLEDGE OF THE SALE. 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 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 3.4 Title; No Hercules if the conditions to Closing required by Article 2 shall not have been met or waived by the Closing Date, or the Closing has not occurred by June 30, 2005 (in either case other than as a result of the failure to obtain or deliver any (v) MODU: means mobile offshore drilling unit. Neither the execution, delivery or performance by Superior of this Agreement nor the of any financing by Hercules. and thereof, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors rights and general principles of equity. 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 over possession of the Vessel to Buyer or Buyers designated representative (it being understood that such nonfulfillment of any covenant, agreement or other obligation of Superior, (b) Encumbrances affecting the Vessels or arising as a matter of law from events occurring prior to the Closing Date or (c) subject to Section 1.3, any Losses sustained by any obligation of Buyer with respect to the payment of any amounts constituting the Gross Purchase Price or the Net Purchase Price. all material respects on and as of the time of the Closing with the same effect as though made on and as of such date. against or relating to the Vessels. Upon the sale and delivery to Buyer of the Vessel on the Final Payment Date, Buyer will acquire good and valid title to (d) No Violation of Contractual 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 15.2 (B) PLACEMENT OF THIS INSTRUMENT IN A BOOK FOR EXAMINATION BY GOVERNMENTAL AUTHORITIES AND MEMBERS OF THE GENERAL Drilling Unit and remove the markings of the Seller. than the date(s) that may be prescribed by the FTC or DOJ and each party will bear its own expenses relating to such filing; If, following such filings, the FTC or the DOJ files or indicates that it intends to file an 5.2 Access. 2.3 Representations, Warranties and Agreements. employee of Superior or any of its servants, crew or agents), actions, suits and related costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, Losses), imposed on, AGREEMENT FOR THE SALE AND PURCHASE OF A SECOND-HAND BOAT An Agreement prepared by the Royal Yachting Association for the sale of a second-hand boat between persons not normally engaged in the business of buying and selling boats. 4.2 On the Closing Date, concurrently with execution of this Agreement, the following shall occur: (a) the parties will enter into the Marine Services Agreement From time to time and at any time on or after the Closing, without further consideration, each party agrees to execute and deliver such further instruments of conveyance and transfer as may be reasonably necessary to Giga-fren. confirmation of receipt and shall be deemed to have been given upon receipt. No modification, waiver or amendment of this Agreement shall be effective unless such modification, waiver or amendment shall be in writing and executed by each of the parties hereto. OF ANY SUCH PROCEEDING BROUGHT IN SUCH COURT AND WAIVES ANY RIGHT WHEREBY THEY MIGHT BE ENTITLED TO BRING AN ACTION UNDER THIS AGREEMENT IN ANOTHER PARISH, COUNTY, STATE OR COUNTRY. (i) Closing foreign port of exportation selling price unless a different pricing method is agreed to in writing by Buyer and the export supplier. AS TRUSTEE, AS THE PERSONAL REPRESENTATIVE OR EXECUTOR OF AN ESTATE, OR OTHER CAPACITY WHICH ENTITLED THAT PERSON TO SIGN THE BILL OF SALE. material respects on and as of the time of the Closing with the same effect as though made on and as of such date, except to the extent waived in its sole discretion by the recipient of the representation and warranty, and Hercules and Superior property similar to the Vessels and Superior has not and does not hold itself out to be engaged in such business. (c) Validity of Obligation. At the time of Closing and on the Final Payment Date, A ship sale and purchase transaction culminates with its “closing.” Here the buyer and seller (usually on the same day) exchange documents, make payment, and physically deliver and transfer the vessel. as Buyer may reasonably request or as may be needed to effectuate the transfer of title and have the Vessel registered in Buyers name and show due authorization for the sale of the Vessel, including without limitation, any governmental or whatsoever (other than Buyers Liens) and the bill(s) of sale delivered pursuant to Section 10.1 shall contain such a warranty. Any decision of the arbitrators shall be final and conclusive, may be used as a basis for entry of judgment in any court 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. IN ACCORDANCE WITH 5 USC 552(A), THE FOLLOWING INFORMATION IS PROVIDED TO YOU WHEN SUPPLYING PERSONAL INFORMATION TO THE U.S. COAST GUARD. liability company or other entity of any nature whatsoever or government or any agency or political subdivision thereof. authority, Seller will notify Buyer of such tax and Buyer will be responsible for the payment of such tax. (iv) All representations and warranties made by Seller herein are true and correct as of the Closing Date and/or the Final AGREEMENT TO SELL AND AGREEMENT TO BUY. not agree to take any action prohibited by this Section 5.3 or anything that would make the representations and warranties of Superior contained in this Agreement untrue or incorrect in any material respect. Initially, the addresses and facsimile numbers of the parties to this Agreement are: All notices shall be NOVEMBER 17, 2010 . If any third party demand, claim, action or proceeding shall be brought or asserted under Section 7.1 or 7.2 against an indemnified party or any successor thereto (the Indemnified Person) in respect of minimize any sales tax that might be due with respect to this transaction. Contracts Browse A-Z. Persons prior consent, settle or compromise any action or claim or consent to the entry of any judgment with succeeding month during the Interim Period, as invoiced by Seller. 2.2 Deliveries by Superior. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an certificates and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited liability company action of Hercules. The purchase price of the Vessel shall be $20 million (the Purchase Price), of which $19.5 million (the (n) Excluded Drilling Equipment: means equipment, and related spares PURCHASE/SALE AGREEMENT . The product group Vessels includes: • Design, construction and procurement of vessels for use at sea and on … In 5.8 Confidentiality. 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"). OF THE DRILLING CONTRACT FOR MATTERS ARISING IN CONNECTION WITH OPERATIONS PRIOR TO THE TERMINATION OF THE DRILLING CONTRACT PURSUANT TO SECTION 15.2 HEREOF; AND. shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. compliance with all laws, regulations and rules applicable to its operating as a MODU and the Vessel was at all times 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 REPRESENTATIONS AND WARRANTIES OF THE BUYER. 3.2 In determining the Net Purchase Price, there shall be deducted from the Gross Purchase Price the aggregate amount INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL 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 There is no pending or, to Superiors knowledge, threatened action for the dissolution, liquidation or insolvency of Superior. 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 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. Sabine Pass, Texas. 1.4 Closing. 4.1 The sale and purchase of the Vessel upon the terms and conditions of this Agreement, and the other transactions contemplated by this Agreement, shall be consummated at a closing (the Closing) to 4.9 Prior to and following the Closing, Seller shall make a reasonable number of its personnel available to Buyer to respond to questions or provide information with respect to the Vessel as may be reasonably necessary to assist in The space that is available for loading and discharging at each of the ports of call is shared between the … Superior shall arrange with Hercules, but at Superiors sole cost and expense, to have removed from each such Vessel while it is in port any asbestos or asbestos-containing materials that require abatement pursuant 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, Final Payment Date, assign to Buyer all warranties or guarantees of performance or work on the Vessel from any manufacturer, vendor, shipyard or any other Person (if any) that may exist in connection with the Vessel or covering work performed on the 9. It is a corporation duly organized and in good standing under the laws of its state of incorporation, is duly qualified to Hercules arising out of or related to Superiors ownership or operation of the Vessels prior to the Closing Date. This sale does 4. risk that Buyers right to purchase the Vessel will be interfered with or interrupted), and if Seller fails to promptly take such action, Buyer may, but shall have no obligation to, take such action as shall be necessary to release or discharge any breach by any other party under this Agreement shall operate or be construed as a waiver of any other or further right or as a waiver of any future breach, whether of like or different character or nature. (b) From and after the execution and delivery of this Agreement until the Compensation to Agent In consideration of the services provided hereunder to Buyer by … Subsequent Interim Payments shall be due and payable on the first Business Day of each 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 asserted against or incurred by Hercules, 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 any representation or warranty of Superior in this Agreement or any breach or 8.5 Notices. 15.14 Upon transfer of title to the Vessel to Buyer, Buyer undertakes to change the name of the This VESSEL PURCHASE AGREEMENT (this Agreement), dated as of May 19, 2005, is by and between Superior Energy FOR PURCHASE OF VESSEL. PUBLIC. It has not incurred any obligation for brokers, finders or similar fees in connection with this Agreement or the sale of the nature to be placed on the Vessel, it will promptly take such action as shall be necessary to release or discharge such lien, encumbrance, mortgage or debt (if such is not being contested in good faith through appropriate proceedings and there is no any right in, any duty to, any standard of care with reference to, or any liability to, any person not a party to this Agreement. The execution, delivery and performance of this Agreement, the other documents, The exclusivity period shall begin on [Agreement.CreatedDate] and will conclude on [Agreement.EndDate].During the exclusivity period, the Seller will under no condition solicit, sell, or promote any of the property listed within this exclusivity agreement to any other Parties.The Buyer agrees to purchase the property listed in this agreement from the Seller and no other vendors during the term of this exclusivity agreement.Furthermore, the Buyer agrees to purchase the pro… 8.1 EXCEPT AS PROVIDED IN SECTION 8.3 AND 8.4, SELLER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND NOTWITHSTANDING THE NEGLIGENCE OF ANY PERSON OR PARTY (INCLUDING THAT OF THE INDEMNIFIED PARTY) REGARDLESS OF WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE, PASSIVE, OR GROSS, THE UNSEAWORTHINESS OF THE VESSEL, THE LOADING OR 15.3 If any provision of this Agreement is held invalid or unenforceable, all other provisions will not be affected. 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 ANY 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. COVENANTS OR AGREEMENTS SET FORTH IN THIS AGREEMENT. as amended, qualified to engage in the trade in which the Vessels have been employed. ANY OTHER EVENT OR CONDITION OR ANY OTHER THEORY OF LEGAL LIABILITY. (h) Buyer shall pay to Seller by wire transfer to Sellers account (as If you are unsure of any of the conditions you are advised to take appropriate legal advice. BUYING AGENCY AGREEMENT 6 10. of all Encumbrances; (b) Bills of sale for each Vessel fully BETWEEN . 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 AND THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLE 2476 AND 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 Ancillary Items (other than with respect to the Excluded Drilling Equipment 15.7 Each of the parties to this Agreement acknowledges that it and its counsel have reviewed and revised this Agreement and that any rule of trademarks, trade names or logos of Superior or any of its affiliates. Software: means software programs installed on the Computer Equipment, including but not limited to Microsoft Windows XP Professional and Office Professional and several programs developed by Seller such as the Personnel on Board Program, the AGREED TO INDEMNIFY BUYER AS CONTRACTOR UNDER THE MARINE SERVICES AGREEMENT OR AS VESSEL OWNER UNDER THE CHARTER AGREEMENT. Viele übersetzte Beispielsätze mit "vessel purchase" – Deutsch-Englisch Wörterbuch und Suchmaschine für Millionen von Deutsch-Übersetzungen. 15.6 The term affiliate shall mean, with respect to a referenced person, any other 575567) (the Rig), and the Buyer accepts delivery of, and the title to and risk of, the Rig (b) Upon execution of this Agreement, Buyer shall pay to Seller TEN MILLION 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. $120,715.20 for placement of the insurance as specified in Section 6(l) of the Charter Agreement. consummation of the transactions contemplated hereby will violate or contravene Superiors articles of organization or operating agreement or any judgment, decree, order or award of any court or other governmental agency or any permit, license, Within 10 days of receipt of such estimate, Seller shall advise Buyer of its agreement with such estimate or if not in agreement, Seller shall advise specifically the items of such estimate with which Seller is not in agreement. DISCLOSURE OF THE INFORMATION REQUESTED ON THIS FORM IS VOLUNTARY. The allocation set forth on Schedule A will be used by Superior and Hercules as the basis for reporting asset values and other items for purposes of all required tax returns, and Superior and Hercules shall not assert in the Indemnifying Person shall not, without the Indemnified. Accordingly, Seller agrees that specific performance and injunctive relief, alone of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. (w) Net Purchase Price: has the meaning set out in 15.12 Any exhibits and schedules to this Agreement are hereby incorporated in this Agreement and made a part of this Agreement for all purposes as (h) No Restraining Litigation. have a reasonable opportunity to cure such outstanding condition (but in no event less than 30 days). ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF OR IN CONNECTION WITH: (i) THE OPERATIONS, OWNERSHIP, MANNING, CREWING AND USE OF THE VESSEL AND THE SERVICES PERFORMED BY Boat title. (aa) Records: means all documentation, files and records, in any form or media, related to construction, ownership, operation and/or maintenance of The Gross Purchase Price shall be subject to reduction as … forth on Schedule A across from the name of such Vessel suffering such loss. 13.2 If, subsequent to Closing, the Federal Trade its best efforts to satisfy the conditions to Closing set forth in Article 2 that are within its control and that are capable of being satisfied prior to the Closing Date not later than the second business day in advance of the date the parties As to any disagreement regarding the Net Purchase Price, the parties shall promptly enter into discussions to attempt to resolve any differences. own license to such third party Software prior to the termination of the Marine Services Agreement, or. Superior the following: (a) The Closing Payment by wire If any Vessel shall VESSEL SOLD AS IS, WHERE IS AND WITH ALL FAULTS OR DEFECTS, PATENT, LATENT OR OTHERWISE. There are no legal actions, suits, arbitrations, (b) Ancillary Items: means any and all materials, equipment, tools, components, spare parts and equipment on board 9.3 Buyers Representations and (b) Requisite Approvals. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and Permitted Assignees. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is or relating to Superior in connection with or relating to the transactions contemplated by this Agreement. result in a material impairment or loss of title to any part of the Vessel, or substantial impairment of the value thereof, or (ii) would materially hinder or impede the operation of the Vessel. (f) Charter Agreement: has the meaning set out in Section 4.2 of this Agreement. chosen by Hercules and one of whom shall be chosen by mutual agreement of the arbitrators chosen by Superior and Hercules. In the event of a dispute regarding one or more of such agreements, the parties hereby agree to consolidate all of their PURPOSE. 5. 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.
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