Common use of Delivery of the Vessels Clause in Contracts

Delivery of the Vessels. 5.1 Each Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at the Vessel’s Delivery Port which is to be nominated by the Sellers in accordance with the terms of this Clause 5 and the relevant MOA. 5.2 Notwithstanding Clause 5.1, if the intended location of a Delivery Port entails a risk of an adverse tax effect for the Buyers or the Sellers as a result of the transfer of title to a Vessel, the Sellers and the Buyers shall be obliged to postpone submission of a Notice of Readiness and the transfer of title of such Vessel until the Vessel is in such location where there is no risk of such adverse tax effects. The Sellers and the Buyers shall cooperate in this respect, including evaluating the possibility of a transfer of title of the Vessel in international waters. 5.3 Subject to the other provisions of this Clause 5, delivery of the Vessels shall take place within the Delivery Window for each Vessel. At the time of delivery each Vessel shall be free from all encumbrances, taxes, mortgages and maritime liens and any other debts whatsoever, and shall not be subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against the consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 5.4 The Sellers shall nominate an estimated delivery date and time for each of the Vessels in the Sellers’ absolute discretion by giving the Buyers 20, 15, 10, 5 and 3 days’ notice of the estimated time of arrival at the anticipated Delivery Port or other place of delivery nominated by the Sellers in accordance with this Clause 5. 5.5 All Vessels shall be delivered (i) not earlier than 6 weeks after the Effective Date (for the Buyers’ financing purposes) and (ii) after completion of the upcoming voyage(s) of the relevant Vessel following the expiry of the aforementioned 6 weeks but delivery shall in all circumstances be effected no later than the Cancelling Date with the exception of Maersk Hakata which will be delivered upon completion of the Cosmo Charter. Latest four (4) weeks after the Effective Date Sellers will provide Buyers with a non-binding tentative delivery overview specifying current known schedule of each Vessel and identifying the upcoming voyage(s) for the purposes of (ii) above. As 3 of the Vessels are on time charters to Euronav or Euronav affiliates entities it is agreed that the abovementioned delivery process shall be conducted in good cooperation between the Parties. If Buyers have difficulty providing the technical management required to take Delivery of one or more Vessels, Sellers will use all reasonable efforts to offer technical management services for any or all of the 4 Vessels for a period up to 6 months from Delivery of the relevant Vessel(s) on each relevant Vessel against Buyers informing Sellers of the relevant Vessels no later than 10 days after receiving the non-binding tentative overview and with the Parties being obliged to co-operate in good faith should such notice provide a challenge to the Sellers. Such services will be provided at actual cost plus USD 20,000 in administration fee per month per Vessel as per executed Xxxxxxx agreed between the parties no later than 30 days after the Effective Date. The form of Xxxxxxx shall reflect that the Buyers shall not be responsible for Severance Costs or post-termination Management Fees, but the Buyers are responsible for pro rata Crew Support Costs in accordance with ordinary Maersk principles. 5.6 In order to assist a smooth delivery of the Vessels as set out in this Clause 5 the Parties agree to cooperate in good faith (as may be reasonably required) in connection with the delivery of the Vessels. 5.7 As of the date of this Agreement and until delivery of the Vessels, the Sellers undertake not to employ the Vessels in contradiction with any sanctions against any sovereign nation issued by the European Union, United States of America or United Nations. 5.8 The Parties acknowledge that the Sellers are exiting the VLCC sector and that all spare parts and spare equipment relating to the Vessels are included in the sale. If any such spare parts and equipment are fleet spares and are not allocated to any specific Vessel they shall not be sold or otherwise disposed of during the currency of this Agreement and shall be delivered to the Buyers, immediately if required for a delivered Vessel’s operation, and in any case not later than 180 days after the Effective Date. The Sellers shall provide to the Buyers a list of critical spares and all spares as per vessel Planned Maintenance System and any other information reasonably requested in relation to spare parts and equipment and their location. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts taken out of spare and used as replacement on one of the Vessels prior to delivery of that Vessel. 5.9 The Sellers agree that spares shall be maintained at normal operating levels, properly stored and maintained or repaired (as necessary) until the time of delivery. 5.10 In respect of each Vessel where the Sellers are also the technical manager, notwithstanding any other provision to the contrary in this Agreement or any prior technical management agreement between Sellers and Buyers, it is agreed that in the period following the Effective Date until expiry or termination of the relevant technical management agreement, the Sellers are required to seek Buyers’ prior written approval to the quantity and price of any supply of lubricating or hydraulic oils or greases on the Vessels.

Delivery of the Vessels. 5.1 Each Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at the Vessel’s Delivery Port which is to be nominated by the Sellers in accordance with the terms of this Clause 5 and the relevant MOA. 5.2 Notwithstanding Clause 5.1, if the intended location of a Delivery Port entails a risk of an adverse tax effect for the Buyers or the Sellers as a result of the transfer of title to a Vessel, the Sellers and the Buyers shall be obliged to postpone submission of a Notice of Readiness and the transfer of title of such Vessel until the Vessel is in such location where there is no risk of such adverse tax effects. The Sellers and the Buyers shall cooperate in this respect, including evaluating the possibility of a transfer of title of the Vessel in international waters. 5.3 Subject to the other provisions of this Clause 5, delivery of the Vessels shall take place within the Delivery Window for each Vessel. At the time of delivery each Vessel shall be free from all charters, encumbrances, taxes, mortgages and maritime liens and any other debts whatsoever, and shall not be subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against the consequences of claims made against the Vessel which have been incurred prior to the time of delivery. 5.4 The Sellers shall nominate an estimated delivery date and time for each of the Vessels in the Sellers’ absolute discretion by giving the Buyers 20, 15, 1020,15,10, 5 and 3 days’ notice of the estimated time of arrival at the anticipated Delivery Port or other place of delivery nominated by the Sellers in accordance with this Clause 5. 5.5 All Subject to Clause 5.6, all Vessels shall be delivered (i) not earlier than 6 weeks between 30 days and 180 days after the Effective Date (for the Buyers’ financing purposes) and (ii) after completion of the upcoming voyage(s) of the relevant Vessel following the expiry of the aforementioned 6 weeks but delivery shall in all circumstances be effected no later than the Cancelling Date with the exception of Maersk Hakata which will be delivered upon completion of the Cosmo CharterDeposit Date. Latest four three (43) weeks after the Effective Deposit Date Sellers will provide Buyers with a non-binding tentative delivery overview specifying current known schedule of each Vessel and identifying the upcoming voyage(s) for the purposes of (ii) above. As 3 of the Vessels are on time charters whether Sellers intend to Euronav or Euronav affiliates entities it is agreed that the abovementioned delivery process shall be conducted in good cooperation between the Partiescomplete additional voyages prior to Delivery. If Buyers have difficulty providing the technical management required to take Delivery of one or more Vessels, Sellers will use all reasonable efforts to offer technical management services for any or all of the 4 Vessels for a period of up to 6 months from Delivery of the relevant Vessel(s) on each relevant Vessel against Buyers informing Sellers of the relevant Vessels no later than 10 days after receiving the non-binding tentative overview and with the Parties being obliged to co-operate in good faith should such notice provide a challenge to the Sellers. Such services will be provided at actual cost plus USD 20,000 in administration fee per month per Vessel as per executed Xxxxxxx agreed between the parties no later than 30 days after the Effective Deposit Date. The form of Xxxxxxx shall reflect that the Buyers shall not be responsible for Severance Costs or post-termination Management Fees, but the Buyers are responsible for pro rata Crew Support Costs in accordance with ordinary Maersk principles. 5.6 In order relation to assist the Vessel “Maersk Xxxxxx” employed on French Flag through a smooth delivery of the Vessels as set out in this Clause 5 the Parties agree to cooperate in good faith (as may be reasonably required) in connection with the delivery of the Vessels. 5.7 As of the date of this Agreement bareboat charter and until delivery of the Vesselsemployed on time charter requiring French flag, the Sellers undertake not to employ the Vessels in contradiction with any sanctions against any sovereign nation issued by the European Union, United States of America or United Nations. 5.8 The Parties acknowledge that the Sellers are exiting the VLCC sector and that all spare parts and spare equipment relating to the Vessels are included in the sale. If any such spare parts and equipment are fleet spares and are not allocated to any specific Vessel they shall not be sold or otherwise disposed of during the currency of this Agreement and shall be delivered upon expiry of the time charter, or, in the Sellers’ option, earlier if the Sellers can arrange to swap an alternative vessel (not subject to this Agreement) into the Buyers, immediately if required for a above mentioned bareboat and time charter arrangement. The Vessel shall be delivered with deletion from the French International Flag and deletion from the Vessel’s operation, and primary registration in any case the Singapore Registry of Ships. “Maersk Xxxxxx” shall be delivered not later than 180 days after the Effective Date. The Sellers shall provide to the Buyers a list of critical spares and all spares as per vessel Planned Maintenance System and any other information reasonably requested in relation to spare parts and equipment and their location. Forwarding charges, if any, 30 March 2015 which shall be the Cancelling Date under the MOA for the Buyers’ account. The Sellers are not required to replace spare parts taken out of spare and used as replacement on one of the Vessels prior to delivery of that Vessel. 5.9 The Sellers agree that spares shall be maintained at normal operating levels, properly stored and maintained or repaired (as necessary) until the time of delivery. 5.10 In respect of each Vessel where the Sellers are also the technical manager, notwithstanding any other provision to the contrary in this Agreement or any prior technical management agreement between Sellers and Buyers, it is agreed that in the period following the Effective Date until expiry or termination of the relevant technical management agreement, the Sellers are required to seek Buyers’ prior written approval to the quantity and price of any supply of lubricating or hydraulic oils or greases on the Vessels.