Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely: (a) Three originals of a legal xxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille. (b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end. (c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel. (d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille. (e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille. (f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille. (g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments. (h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands. (i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers. (j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers. (k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date. (i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ). (m) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation. (n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date. (o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation. (p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery. (q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers. (r) Recent AGM free certificate from authorized company, if available. (s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available. (t) Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel. B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely: (a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel. (b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands. (c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille. (d) An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)). (e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille. (f) Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
Appears in 3 contracts
Samples: Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.), Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.), Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Bahamas Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.
(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.
(g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).
(m) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(r) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(t) Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.
(d) An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
Appears in 2 contracts
Samples: Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.), Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in British form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentionswhatsoever, duly executed by the Sellers and duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 seven (ten7) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written an undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK .
(e) Original written resolutions of the Shareholder(s)Sole Shareholder, approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(g) An original set of a the director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the such Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments, duly certified by a notary public and legalized by Apostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 7 (tenseven) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) Commercial Invoice in three (3) copies providing for description, quantities and price of any unused lubricating oils and bunkers remaining on board the Vessel on the delivery date in accordance with the provisions of Clause 7, together with any supporting invoices/vouchers of the lubricating oils.
(l) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(m) An original statement from the Master of the Vessel that all crew wages have been duly paid up to the delivery date.
(n) A full list of pending insurance claims signed by a Director of the Seller.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 seven (ten7) Banking running days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 thirty (thirty30) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) )Vessel.
(mp) Vessel's present Class Statement/Affidavit stating i) the Vessel's certificates and their statues (i.e. validity and expiration date), ii) any class items and conditions whether outstanding or not iii) the current survey status setting forth any overdue surveys and iv) that the Vessel is fit to proceed at sea, dated no more than 5 (five) Banking Days prior to delivery of the Vessel with a copy of the Vessel's Class Certificate attached. One copy of the same to be sent by fax or email four (4) days prior to the delivery of the Vessel to the Buyers. Furthermore, Sellers will authorize their Classification Society to release directly to Xxxxxxxx Islands Maritime Authorities any classification information which may be needed by them for registration purposes within fifteen (15) running days prior to the expected date of delivery of the Vessel to the Buyers.
(q) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 three (three3) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendationmaintained.
(nr) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not not, during the last 6 months period prior to the delivery date, traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(ps) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(qt) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(ru) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(tv) Any such additional documents as may be reasonably required by the Buyers' flag Xxxxxxxx Islands authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 seven (seven7) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers Buyer of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by ApostilleApostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(d) An original set of an the officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers Buyer and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation or other constitutional documents and By-Laws (as the case may be) (together with any amendment thereto up to and including the delivery date))) such officer's certificate to be duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (cd) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions Apostille by the Special Agent of the Buyers' Shareholder, approving Republic of the BOD minutes under 17. B. (c), such resolutions to be duly legalised by ApostilleXxxxxxxx Islands in Greece. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 seven (seven7) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx bxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx Bxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx Bxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.
(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.
(g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).
(m) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(r) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(t) Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx Bxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.
(d) An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in British form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentionswhatsoever, duly executed by the Sellers and duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry Bahamas Maritime Authority in London and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 seven (ten7) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written an undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) Original written resolutions of the Shareholder(s)Sole Shareholder, approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(g) An original set of a the director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the such Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of AssociationIncorporation) with any amendments, duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 7 (tenseven) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Xxxxxxxx Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) Commercial Invoice in three (3) copies providing for description, quantities and price of any unused lubricating oils and bunkers remaining on board the Vessel on the delivery date in accordance with the provisions of Clause 7, together with any supporting invoices/vouchers of the lubricating oils.
(l) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(m) An original statement from the Master of the Vessel that all crew wages have been duly paid up to the delivery date.
(n) A full list of pending insurance claims signed by a Director of the Seller.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 seven (ten7) Banking running days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 thirty (thirty30) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) )Vessel.
(mp) Vessel's present Class Statement/Affidavit stating i) the Vessel's certificates and their statues (i.e. validity and expiration date), ii) any class items and conditions whether outstanding or not iii) the current survey status setting forth any overdue surveys and iv) that the Vessel is fit to proceed at sea, dated no more than 5 (five) Banking Days prior to delivery of the Vessel with a copy of the Vessel's Class Certificate attached. One copy of the same to be sent by fax or email four (4) days prior to the delivery of the Vessel to the Buyers. Furthermore, Sellers will authorize their Classification Society to release directly to Xxxxxxxx Islands Maritime Authorities any classification information which may be needed by them for registration purposes within fifteen (15) running days prior to the expected date of delivery of the Vessel to the Buyers.
(q) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 three (three3) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(nr) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not not, during the last 6 months period prior to the delivery date, traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(ps) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(qt) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(ru) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(tv) Any such additional documents as may be reasonably required by the Buyers' flag Xxxxxxxx Islands authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 seven (seven7) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers Buyer of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by ApostilleApostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(d) An original set of an the officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers Buyer and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation or other constitutional documents and By-Laws (as the case may be) (together with any amendment thereto up to and including the delivery date))) such officer's certificate to be duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (cd) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions Apostille by the Special Agent of the Buyers' Shareholder, approving Republic of the BOD minutes under 17. B. (c), such resolutions to be duly legalised by ApostilleXxxxxxxx Islands in Greece. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 seven (seven7) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in British form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentionswhatsoever, duly executed by the Sellers and duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 seven (ten7) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written an undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK .
(e) Original written resolutions of the Shareholder(s)Sole Shareholder, approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by ApostilleApostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(g) An original set of a the director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the such Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments, duly certified by a notary public and legalized by Apostille at Her Majesty's Principal Secretary of State for Foreign and Commonwealth Affairs Office in the UK.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 7 (tenseven) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) Commercial Invoice in three (3) copies providing for description, quantities and price of any unused lubricating oils and bunkers remaining on board the Vessel on the delivery date in accordance with the provisions of Clause 7, together with any supporting invoices/vouchers of the lubricating oils.
(l) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(m) An original statement from the Master of the Vessel that all crew wages have been duly paid up to the delivery date.
(n) A full list of pending insurance claims signed by a Director of the Seller.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 seven (ten7) Banking running days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 thirty (thirty30) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) )Vessel.
(mp) Vessel's present Class Statement/Affidavit stating i) the Vessel's certificates and their statues (i.e. validity and expiration date), ii) any class items and conditions whether outstanding or not iii) the current survey status setting forth any overdue surveys and iv) that the Vessel is fit to proceed at sea, dated no more than 5 (five) Banking Days prior to delivery of the Vessel with a copy of the Vessel's Class Certificate attached. One copy of the same to be sent by fax or email four (4) days prior to the delivery of the Vessel to the Buyers. Furthermore, Sellers will authorize their Classification Society to release directly to Xxxxxxxx Islands Maritime Authorities any classification information which may be needed by them for registration purposes within fifteen (15) running days prior to the expected date of delivery of the Vessel to the Buyers.
(q) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 three (three3) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(nr) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not not, during the last 6 months period prior to the delivery date, traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(ps) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(qt) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(ru) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(tv) Any such additional documents as may be reasonably required by the Buyers' flag Xxxxxxxx Islands authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 seven (seven7) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers Buyer of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by ApostilleApostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(d) An original set of an the officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers Buyer and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation or other constitutional documents and By-Laws (as the case may be) (together with any amendment thereto up to and including the delivery date))) such officer's certificate to be duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (cd) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions Apostille by the Special Agent of the Buyers' Shareholder, approving Republic of the BOD minutes under 17. B. (c), such resolutions to be duly legalised by ApostilleXxxxxxxx Islands in Greece. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 seven (seven7) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.
(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.
(g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).
(m) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(r) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(t) Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx IslandsLiberia.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.
(d) An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement for Sale and Purchase of Ships (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in British form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentionswhatsoever, duly executed by the Sellers and duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry Bahamas Maritime Authority in London and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 seven (ten7) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written an undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' ’ Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) Original written resolutions of the Shareholder(s)Sole Shareholder, approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified legalised by a notary public and legalized Apostille by Apostillethe Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(g) An original set of a the director's ’s certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the such Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of AssociationIncorporation) with any amendments, duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 7 (tenseven) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Xxxxxxxx Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) Commercial Invoice in three (3) copies providing for description, quantities and price of any unused lubricating oils and bunkers remaining on board the Vessel on the delivery date in accordance with the provisions of Clause 7, together with any supporting invoices/vouchers of the lubricating oils.
(l) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(m) An original statement from the Master of the Vessel that all crew wages have been duly paid up to the delivery date.
(n) A full list of pending insurance claims signed by a Director of the Seller.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's ’s Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's ’s Registry within 10 seven (ten7) Banking running days after delivery of the Vessel and to also provide the Vessel's ’s new flag with a Closed Continuous Synopsis Record issued by the Vessel's ’s Registry within 30 thirty (thirty30) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's ’s Registry to be issued and delivered to the Vessel's ’s new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) )Vessel.
(mp) Vessel’s present Class Statement/Affidavit stating i) the Vessel’s certificates and their statues (i.e. validity and expiration date), ii) any class items and conditions whether outstanding or not iii) the current survey status setting forth any overdue surveys and iv) that the Vessel is fit to proceed at sea, dated no more than 5 (five) Banking Days prior to delivery of the Vessel with a copy of the Vessel’s Class Certificate attached. One copy of the same to be sent by fax or email four (4) days prior to the delivery of the Vessel to the Buyers. Furthermore, Sellers will authorize their Classification Society to release directly to Xxxxxxxx Islands Maritime Authorities any classification information which may be needed by them for registration purposes within fifteen (15) running days prior to the expected date of delivery of the Vessel to the Buyers.
(q) Original Class Maintenance Certificate issued by the Vessel's ’s present Class and dated not more than 3 three (three3) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(nr) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not not, during the last 6 months period prior to the delivery date, traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(ps) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(qt) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's ’s delivery with no liability regarding the same to be incurred against the Buyers.
(ru) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(tv) Any such additional documents as may be reasonably required by the Buyers' flag Xxxxxxxx Islands authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 seven (seven7) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek ’ Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers Buyer of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by ApostilleApostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(d) An original set of an the officer's ’s certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers Buyer and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation or other constitutional documents and By-Laws (as the case may be) (together with any amendment thereto up to and including the delivery date))) such officer’s certificate to be duly legalised by Apostille by the Special Agent of the Republic of the Xxxxxxxx Islands in Greece.
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (cd) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions Apostille by the Special Agent of the Buyers' Shareholder, approving Republic of the BOD minutes under 17. B. (c), such resolutions to be duly legalised by ApostilleXxxxxxxx Islands in Greece. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 seven (seven7) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
Samples: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)
Delivery Documents. A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx bxxx of sale in form recordable in the Buyers' ’ new flag in the English language (the "Xxxx “Bxxx of Sale"”) in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' ’ Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx Bxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.
(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.
(g) An original set of a director's ’s certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(i) A letter of undertaking by the Sellers to effect deletion from the Vessel's ’s Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's ’s Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's ’s new flag with a Closed Continuous Synopsis Record issued by the Vessel's ’s Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's ’s Registry to be issued and delivered to the Vessel's ’s new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).
(m) Original Class Maintenance Certificate issued by the Vessel's ’s present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's ’s delivery with no liability regarding the same to be incurred against the Buyers.
(r) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(t) Any such additional documents as may be reasonably required by the Buyers' ’ flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' ’ Greek Legal Counsel.
(b) Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands.
(c) An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx Bxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille.
(d) An original set of an officer's ’s certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)).
(e) An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille.
(f) Original written resolutions of the Buyers' ’ Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
Appears in 1 contract
