Common use of Documentation Clause in Contracts

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in the Marsxxxx Islands, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 7 contracts

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Maritime Acquisition Corp.), Memorandum of Agreement for Sale and Purchase of Ships (Star Maritime Acquisition Corp.), Memorandum of Agreement for Sale and Purchase of Ships (Star Maritime Acquisition Corp.)

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Documentation. The place of closing: New York, USA To be mutually agreed In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 4 contracts

Samples: Memorandum of Agreement (Box Ships Inc.), Memorandum of Agreement (Box Ships Inc.), Memorandum of Agreement (Box Ships Inc.)

Documentation. Subject to Section 6.03 hereof, the Borrower may apply to the Bank for Advances, Credit Products, Derivative Transactions and Other Products in accordance with the Credit and Collateral Policy. The place final terms of closing: New Yorkany Advance, USA In exchange for payment Credit Product, Derivative Transaction or Other Product shall be conclusively established by this Agreement and any Confirmation and Supplemental Documentation related thereto. Any Obligor shall be estopped from asserting any claim or defense with respect to the terms of any Confirmation or other Supplemental Documentation that is not required to be signed by the Borrower applicable to any Advance, Credit Product, Derivative Transaction or Other Product unless, within the earlier of (i) any time period specified in any Confirmation or Supplemental Documentation relating thereto and (ii) five (5) business days of receipt of the Purchase Price final documents relating to such product or service, the Sellers shall furnish Borrower delivers to the Buyers with delivery documentsBank a written notice specifying the disputed term(s) or condition(s) of the Advance, namely: a) Legal Bill Credit Product, Derivative Transaction or Other Product. Upon the request of Sale in a form recordable the Bank, or as provided in the Marsxxxx IslandsCredit and Collateral Policy, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers Borrower shall sign and deliver to each the Bank a promissory note or notes and such other Supplemental Documentation in such form as the Bank may reasonably require evidencing any Advance, Credit Product, Derivative Transaction or Other Product. Unless otherwise agreed by the Bank in writing, all Advances shall be made by crediting the Borrower’s demand deposit account(s) with the Bank. All Borrowing Documents shall be deemed to have been executed and delivered in Atlanta, Georgia, and all payments made under the Borrowing Documents shall be deemed to have been made in Atlanta, Georgia. The Bank’s obligation to fund any portion of any approved Advance, issue any approved letter of credit, guaranty or financial accommodation relating to a Protocol Credit Product or continue under any Derivative Transaction or Other Product shall be subject to (i) continuing compliance by the Obligors with the terms and provisions of Delivery this Agreement (ii) there having occurred no Event of Default hereunder and Acceptance confirming (iii) the date and time of delivery continuing satisfaction by the Obligors of the Vessel from credit and collateral considerations of the Sellers to Bank and the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be eligibility requirements and policies prescribed in the Sellers' possession shall be promptly forwarded to Act, the Buyers at their expense. The Sellers may keep Regulations and the Vessel's log books but the Buyers to have the right to take copies of sameCredit and Collateral Policy.

Appears in 4 contracts

Samples: Advances and Security Agreement (EverBank Financial Corp), Advances and Security Agreement (Bankunited Financial Corp), Advances and Security Agreement (Bankunited Financial Corp)

Documentation. The place of closing: New York, USA Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time. In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall furnish simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in ________ the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be left on board. Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

Appears in 4 contracts

Samples: Memorandum of Agreement for Sale and Purchase of Ships (DryShips Inc.), Memorandum of Agreement for Sale and Purchase of Ships (DryShips Inc.), Memorandum of Agreement for Sale and Purchase of Ships (DryShips Inc.)

Documentation. The place of closing: New YorkImabari, USA Japan In exchange for purchase money payment of the Purchase Price the Sellers are to provide shall furnish the Buyers with those documents that Buyers require to transfer title and register vessel under her new flag. delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in ___________ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 4 contracts

Samples: Memorandum of Agreement (Mc Shipping Inc), Memorandum of Agreement (Mc Shipping Inc), Memorandum of Agreement (Mc Shipping Inc)

Documentation. The place of closing: New York, USA Sellers' office In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in ______ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 3 contracts

Samples: Memorandum of Agreement (DryShips Inc.), Memorandum of Agreement for Sale and Purchase of Ships (DryShips Inc.), Memorandum of Agreement for Sale and Purchase of Ships (DryShips Inc.)

Documentation. The place of closing: New York, USA Ulsteinvik (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers’ Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized (including confirmation by the consul notary of such country the signatorys true signature and authority to sign); and legalised or apostilled, as required by the Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other competent authority.action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement; b(iii) Current Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); (iv) If the Vessel has been registered in the ownership of the Sellers, and to the extent necessary, a Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrancesencumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) To the extent possible, a Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to on or immediately after delivery confirming that the Vessel is in Class free of condition/recommendation, save for minor conditions/recommendations as per clause 11; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. e(vi) If the Vessel has been registered in the ownership of the Sellers, a Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.If the Vessel has not been registered in the ownership of the Sellers, the Sellers shall provide a confirmation of the same, in such form and with such attestation as the Buyers’ Nominated Flag State requires; f(vii) If the Vessel has been registered in the ownership of the Sellers, a A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the VesselVessel or by the Buyers’ bank, provided the Buyers notify the Sellers of any such documents as soon as possible within a reasonable time after the date of this Agreement. See Clause 22 At ; and (xii) The Sellers’ letter of confirmation that to the time best of delivery their knowledge, the Buyers and Vessel is not black listed by any nation or international organisation. (xiii) Current company certificate of the Sellers shall sign and deliver or other document evidencing who the Board of Directors consist of; (xiv) Current Articles of Association; (xv) Originals of all documents to each other a Protocol of Delivery and Acceptance confirming be delivered to the date and Sellers pursuant to the Shipbuilding Contract at the time of delivery of the Vessel from the Sellers Builder to the BuyersSellers; and (xvi) Notice and acknowledgement of assignment of i) all warranties and guarantees, and ii) all benefits under article XIV, both under the Shipbuilding Contract, signed by the Sellers and the Builder. The notice and acknowledgement of assignment shall be as Appendix 1A and 1B to this Agreement; (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the interim classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the VesselVessel and/or at the premises of the Builder. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Builder’s or the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books (if applicable) but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 3 contracts

Samples: Memorandum of Agreement, Memorandum of Agreement (Nordic American Offshore Ltd.), Memorandum of Agreement (Nordic American Offshore Ltd.)

Documentation. The place of closing: New York, USA Sellers’ bank In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in appropriate Consulate (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks 45 (Fortyfive) days after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 3 contracts

Samples: Head Agreement (Oceanfreight Inc.), Sale and Purchase Agreement (Oceanfreight Inc.), Memorandum of Agreement for Sale and Purchase of Ships (Oceanfreight Inc.)

Documentation. The place of closing: New York, USA In exchange for payment Beneficiary must keep adequate records and other supporting documentation to prove the proper implementation of the Purchase Price Demonstration in accordance with requirements of the Sellers shall furnish national laws and usual accounting principles of the Buyers beneficiary. The Beneficiary must provide — during implementation of the Demonstration and afterwards — any reasonable information requested by the Coordinator or EC or other Consortium Members in order to verify proper implementation of the Demonstration and compliance with delivery documentsany other obligation under this Agreement. For clarity, namely: a) Legal Bill of Sale in a form recordable the supporting documentation must be made available upon request or in the Marsxxxx Islandscontext of checks, warranting reviews, audits or investigations that may be conducted subject to the provisions of the Grant Agreement defined in Annex 1 hereto. If there are on-going checks, reviews, audits, investigations, litigation or other pursuits of claims under the Agreement (including the extension of findings), the Beneficiary must keep the records and other supporting documentation until the such checks, reviews, audits, investigations, litigation or other pursuits of claims under the Agreement are resolved. For clarity, the Beneficiary does not need to identify the actual eligible costs covered to Coordinator to prove the amount declared as the lump sum. CONFIDENTIALITY Parties hereby undertake for a period of four years after the termination of this Agreement: not to use Confidential Information otherwise than for the purpose for which it was disclosed; to use confidential information only to implement the Agreement unless otherwise agreed between the Parties; not to disclose Confidential Information to third parties without the prior written consent by the Disclosing Party; to ensure that internal distribution of Confidential Information by a Recipient shall take place on a strictly need-to-know basis; and to return to the Disclosing Party, or destroy, on request all Confidential Information that has been disclosed to the Recipients including all copies thereof and to delete all information stored in machine readable form as much as practically possible. The Recipients may keep a copy to the extent it is required to keep, archive or store such Confidential Information due to compliance with applicable laws and regulations or for compliance with on-going obligations provided that the Vexxxx xx free from all encumbrancesRecipient comply with the confidentiality obligations herein contained with respect to such copy for as long as the copy is retained. The Recipients shall be responsible for the fulfilment of the above obligations on behalf of their employees or third parties involved in the Demonstration and shall ensure that they remain so obliged, mortgages as far as legally possible, during and maritime liens after the end of the Demonstration as well as after the termination of the contractual relationship with the relevant employee or third party. Consortium Members shall not be deemed as third parties in regard to disclosure of Confidential Information. In addition, the Coordinator may disclose confidential information to its staff, other EU institutions and bodies. Especially the Coordinator may disclose confidential information to third parties, if: this is necessary to implement the Agreement or TRINITY or safeguard the EU’s financial interests and the recipients of the information are bound by an obligation of confidentiality. Under the conditions set out in Article 4 of the Rules for Participation Regulation No 1290/20131, EC must moreover make available information on the results to other EU institutions, bodies, offices or agencies as well as Member States or associated countries. The above obligation of confidentiality shall not apply for disclosure or use of Confidential Information, if and insofar as the Recipient can show that: the Confidential Information has become or becomes publicly available by means other than a breach of the Recipient’s confidentiality obligations; the Disclosing Party subsequently informs the Recipient that the Confidential Information is no longer confidential; the Confidential Information is communicated to the Recipient without any other debts obligation of confidentiality by a third party who is to the reasonable knowledge of the Recipient in lawful possession thereof and under no obligation of confidentiality to the Disclosing Party; the disclosure or claims whatsoevercommunication of the Confidential Information is foreseen by provisions of the Grant Agreement; the Confidential Information, duly notarially attested and legalized at any time, was developed by the consul Recipient completely independently of any such disclosure by the Disclosing Party; the Confidential Information was already known to the Recipient prior to disclosure, or the Recipient is required to disclose the Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order. If a Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure notify the Disclosing Party, and comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information. The Recipient shall apply the same degree of care with regard to the Confidential Information disclosed within the scope of the Demonstration as with its own confidential and/or proprietary information but no less than reasonable care. The Beneficiary shall promptly advise the Disclosing Party in writing of any unauthorised disclosure, misappropriation or misuse of Confidential Information after it becomes aware of such country unauthorised disclosure, misappropriation or misuse. In addition to the confidentiality obligations of this Article and if considered the confidentiality obligations above do not provide sufficient protection, each Consortium Member may request a Beneficiary to enter into a specific NDA to safeguard said Consortium Member’s confidential and proprietary information disclosed for the purposes of the TRINITY and Demonstration program. The same obligations on confidentiality agreed herein apply to the Beneficiaries when receiving Confidential Information from the other competent authority. b) Current Certificate of Ownership issued Consortium Members than the Coordinator. OWNERSHIP OF RESULTS Results are owned by the competent authorities of Party or the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued Consortium Member that generates them. Where Results are generated from work carried out jointly by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry Parties to this Agreement or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers Beneficiary(ies) and other Consortium Members and it is not possible to effect deletion from the Vessel's registry forthwith and furnish a Certificate separate such joint invention, design or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities work for the purpose of registering applying for, obtaining and/or maintaining the Vesselrelevant patent protection or any other intellectual property right, provided the Buyers notify Parties or the Sellers Beneficiary(ies) and the other Consortium Members shall have joint ownership of any such documents this work. The joint owners shall, within a six (6) month period as soon as possible after from the date of this Agreementthe generation of such Results, establish a written separate joint ownership agreement regarding the allocation of ownership and terms of exercising, protecting and exploiting such jointly owned Results and the division of related costs on a case by case basis. See Clause 22 At However, until the time a joint ownership agreement has been concluded and as long as such rights are in force, such Results shall be jointly owned in shares according to their share of delivery contribution (such share to be determined by taking into account in particular, but not limited to, the Buyers and Sellers shall sign and deliver contribution of a joint owner to an inventive step, the person months or costs spent on the respective work etc.) to the Results by the joint owners concerned. Unless otherwise agreed: - each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from joint owners shall be entitled to use their jointly owned Results for internal non-commercial research activities on a royalty-free basis, and - each of the Sellers joint owners shall be entitled to otherwise exploit the jointly owned Results and to grant non-exclusive licenses to third parties (without any right to sub-license), if the other joint owners are given: at least 45 calendar days advance notice; and fair and reasonable compensation. The joint owners shall agree on all protection measures and the division of related cost in advance. The Beneficiary shall grant a non-exclusive, royalty-free, transferable and unlimited right of use with the right for sub-licensing to the BuyersCoordinator and the other Consortium Members for implementation of the TRINITY, including the Demonstration program with regard to all Results generated by the Beneficiary in the course of the work according to this Agreement and the Background of the Beneficiary related to such Results of the Beneficiary. At Access rights to Beneficiary’s Results and Background beyond the time above said are subject to separate agreement and fair and reasonable terms to be agreed therein. Access rights for the Beneficiaries on Results generated by the Consortium Partners, if Needed for implementation of delivery their own tasks in the Sellers shall hand Demonstration, may be granted for the duration of the Demonstration on royalty-free basis but strictly to the Buyers extent Needed to fulfil the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board Demonstration tasks. Access rights to Results generated by the Vessel. Other certificates which are on board the Vessel shall also Consortium Members may be handed over granted to the Buyers unless Beneficiaries if they are Needed for exploitation of Beneficiaries own Results, subject to fair and reasonable compensation to be agreed in a separate agreement. Such request for access rights needs to made within 6 months after the Sellers are required end of the Demonstration. Subject to retain samethe prior written approval of the owning Party or a Consortium Member, access rights on Background of Consortium Members to Beneficiaries, if Needed for implementation of their own tasks in which case the Buyers to have the right to take copies. Other technical documentation which Demonstration, may be granted for the duration of the Demonstration on royalty-free basis but strictly to the extent Needed to fulfil the Demonstration tasks. The Consortium Member granting such access rights may require that a separate agreement on the Access rights is made. For sake of clarity, Consortium Member involved in the Sellers' possession Demonstration cannot not grant the Beneficiaries any access rights to Results or Background of another Consortium Member without prior written authorization of the other Consortium Member owning or holding the rights for said Results or Background. For the avoidance of doubt, any grant of access rights not covered by this Section shall be promptly forwarded at the absolute discretion of the owner and subject to such terms and conditions as may be agreed between the Buyers at their expenseowner and recipient. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.A Party requesting access rights must show that they are Needed. DISSEMINATION

Appears in 3 contracts

Samples: Third Party Agreement, Third Party Agreement, Third Party Agreement

Documentation. The place of closing: New York; London, USA England or Piraeus, Greece in the Buyer’s option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three originals of a Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 10 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working 72 two (2) Banking days hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselVessel as well as any such additional documents that the Buyers shall require for the purpose of ascertaining (i) the proper constitution of the Sellers or the Charterer and (ii) that all appropriate corporate and other action has been taken in connection with the authorization and the performance by the Sellers of this Agreement, the novation of the Charter (as provided in clause 19 hereof together with any documents referred therein) and the assignment of the warranty of quality (as provided in clause 18 hereof together with any documents mentioned therein), provided the Buyers notify the Sellers of any such documents as soon as practically possible after the date of this AgreementAgreement and provided further that in relation to the Charterer the Sellers shall use their best endeavours to deliver to the Buyers similar documentation to the one delivered to the Buyers in relation to the Sellers. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., relating to the Vessel and her equipment which are whether or not the same are on board the Vessel. Other certificates (such as the Vessel’s Safety Management Certificate or Metrostar’s document of compliance or the Vessel’s Continuous Synopsis Record and ISPS certificate) which are whether or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesin copies except for the Vessel’s Continuous Synopsis Record which original will remain on board the Vessel following delivery under this Agreement. Other technical documentation which may be in the Sellers' possession (including the specifications of the Vessel as delivered to the Sellers by the Builder and/or the Intermediate Seller, the Vessel’s shipbuilding drawings, equipment manuals, sea trial records, correspondence with the Builder or the Classification Society concerning the Vessel or its equipment (including in relation to claims made or issues arising in connection with the warranty of quality applicable under the Shipbuilding Contract), shall be promptly forwarded to the Buyers at their expense, if they so request. The Vessel’s SMS, Non-Tank VRP, Ship’s Security Plans and Ship’s Security Assessment will be removed and no copies thereof shall be given to the Buyers. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right right, at their expense, to take copies of samesame for a period not going earlier than three (3) months form the date of delivery of the Vessel under this Agreement.

Appears in 3 contracts

Samples: Memorandum of Agreement (Quintana Maritime LTD), Memorandum of Agreement (Quintana Maritime LTD), Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in the Marsxxxx IslandsXxxxxxxx Islands (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoeverwhatsoever except liens arising under the Time Charter for hire paid in advance, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working three (3) Banking days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers agree to effect deletion delete the Vessel from the Vessel's registry Bermuda Registry of Ships forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery . g) All consents or amendments required under any charter of the Vessel from in effect as of the date of the closing to permit such charter to continue in effect after the date of the closing. h) A copy of the resolutions of the board of directors and the shareholder(s) of the Sellers to authorizing the Buyers. At the time of delivery execution by the Sellers shall hand to of this Memorandum of Agreement and the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board sale of the Vessel shall also contemplated hereby, and authorizing a specified person or persons to execute this Memorandum of Agreement (and all documents and notices to be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at signed and/or dispatched under this Memorandum of Agreement) on their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of samebehalf.

Appears in 3 contracts

Samples: Memorandum of Agreement for Sale and Purchase of Ships (General Maritime Corp / MI), Memorandum of Agreement for Sale and Purchase of Ships (General Maritime Corp / MI), Memorandum of Agreement for Sale and Purchase of Ships (General Maritime Corp / MI)

Documentation. The place of closing: New York, USA Athens (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namelydocuments listed in Clause 20: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers' Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers' Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, immediately a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.; f(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed From 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communication contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than _____ (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Diana Containerships Inc.), Memorandum of Agreement (Diana Containerships Inc.)

Documentation. The place of closingclosing : New York, USA To be mutually agreed In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’ s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 2 contracts

Samples: Memorandum of Agreement (Box Ships Inc.), Memorandum of Agreement (Box Ships Inc.)

Documentation. The place of closing: New York, USA London In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsDocuments as per Addendum No. 1 which to be mutually agreed. Draft sales documents required by the Buyers will be supplied by Sellers minimum 15 says prior to expected delivery , namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., as well as speed and consumption details for loaded and ballast conditions and port consumption, list of main and auxillary engine running hours, indicative inventory of minimum spare parts always on board (list not guaranteed), copies of annual condition survey of safety equipment by Unitor or other company. Sellers to leave on board a part of planned maintenance system which includes equipment register and job descriptions in excel format. which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. All the above documentation will be supplied to the Buyers in the English language and if required any items not available in English language will be translated into English language at Sellers expense prior to presentation to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Mc Shipping Inc), Memorandum of Agreement (Mc Shipping Inc)

Documentation. The place of closing: New York; London, USA England or Piraeus, Greece in the Buyer’s option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three originals of a Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 10 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working 72 two (2) Banking days hours prior to deliverydelivery-. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselVessel as well as any such additional documents that the Buyers shall require for the purpose of ascertaining (i) the proper constitution of the Sellers or the Charterer and (ii) that all appropriate corporate and other action has been taken in connection with the authorization and the performance by the Sellers of this Agreement, the novation of the Charter (as provided in clause 19 hereof together with any documents referred therein) and the assignment of the warranty of quality (as provided in clause 18 hereof together with any documents mentioned therein), provided the Buyers notify the Sellers of any such documents as soon as practically possible after the date of this AgreementAgreement and provided further that in relation to the Charterer the Sellers shall use their best endeavours to deliver to the Buyers similar documentation to the one delivered to the Buyers in relation to the Sellers. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., relating to the Vessel and her equipment which are whether or not the same are on board the Vessel. Other certificates (such as the Vessel’s Safety Management Certificate or Metrostar’s document of compliance or the Vessel’s Continuous Synopsis Record and ISPS certificate) which are whether or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesin copies except for the Vessel’s Continuous Synopsis Record which original will remain on board the Vessel following delivery under this Agreement. Other technical documentation which may be in the Sellers' possession (including the specifications of the Vessel as delivered to the Sellers by the Builder and/or the Intermediate Seller, the Vessel’s shipbuilding drawings, equipment manuals, sea trial records, correspondence with the Builder or the Classification Society concerning the Vessel or its equipment (including in relation to claims made or issues arising in connection with the warranty of quality applicable under the Shipbuilding Contract), shall be promptly forwarded to the Buyers at their expense, if they so request. The Vessel’s SMS, Non-Tank VRP, Ship’s Security Plans and Ship’s Security Assessment will be removed and no copies thereof shall be given to the Buyers. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right right, at their expense, to take copies of samesame for a period not going earlier than three (3) months form the date of delivery of the Vessel under this Agreement.

Appears in 2 contracts

Samples: Memorandum of Agreement (Quintana Maritime LTD), Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The place (a) Before commencement of closing: New Yorkdelivery, USA In exchange for payment the Master of the Purchase Price the Sellers Vessel shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in sign a form recordable Bunker Requisition Form in the Marsxxxx Islands, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized form presented by the consul Seller or the Supplier specifying the quantities and grades of such country or Marine Fuel to be delivered and other competent authorityinformation required pursuant to a Sale Contract. (b) Current Certificate Before commencement of Ownership issued by delivery operations, the competent authorities of Seller or the flag state Supplier shall also present to the Master of the Vessel, a Bunker Tanker Safety Checklist or similar document, which shall be signed by the Seller or the Supplier and by the Master of the Vessel, which shall enable the Buyer to check that all the safety requirements have been met. Signature of this document by the Seller or the Supplier does not relieve the Buyer from its primary obligation and sole responsibility to ensure safety on board its Vessel. The Bunker Tanker Safety Checklist should assist the Master in adhering to the relevant safety procedures of a bunkering operation and should be supplemented by continuous vigilance by the Buyer throughout the whole bunkering operation. (c) Confirmation Once the delivery is completed and the quantity of Class issued within 3 working days prior to delivery. d) Current Certificate issued Marine Fuel has been measured in accordance with clause 6, the Buyer shall procure that a Bunker Delivery Note shall be signed and stamped by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion Master of the Vessel from and by the Vessel's registry Seller or other official evidence of deletion appropriate the Supplier, and the Buyer shall procure that the Bunker Delivery Note is returned to the Vessel's registry at Seller or the time Supplier, as acknowledgement of the delivery, or, In . The Buyer shall procure that a copy of the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking BDN be retained by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery Master of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are and kept on board the Vessel shall also be handed over for a minimum of three (3) years from the Date of Delivery. In addition to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be information in the Sellers' possession Bunker Requisition Form, the BDN shall be promptly forwarded contain the following information: (d) The Buyer shall ensure that each Vessel taking delivery of Marine Fuel from the Seller or Supplier has full and valid insurances with reputable insurances to cover all customary risks, including third party property damage, personal injury and damage to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of sameenvironment.

Appears in 2 contracts

Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale

Documentation. The place of closing: New York, USA to be mutually agreed (a) In exchange for for-payment of the Purchase Price the Sellers shall furnish the provide the-Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyer’s Nominated Flag State, warranting that transferring title of the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyer’s Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrancesencumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel. e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking days prior to delivery confirming that the Vessel is in Class free of condition/recommendation. (vi) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Seller of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry. (viii) Commercial invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases: (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel: (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 , and (xii) The Sellers letter of confirmation that to the best of their Knowledge, the Vessel is not black listed by any nation on international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) the Addendum as above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub clause (b) the Addendum as above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At exchange of documents in Sub-clauses (a) and (b) the time of delivery Addendum as above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense. , if they so request The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Imperial Petroleum Inc./Marshall Islands), Memorandum of Agreement (Imperial Petroleum Inc./Marshall Islands)

Documentation. The place of closing: New YorkOslo, USA Norway (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers' Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers' Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, immediately a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered; (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. See Clause 22Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. f(x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communication contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than _______ (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Hemen Holding LTD), Memorandum of Agreement (Hemen Holding LTD)

Documentation. The place of closing: New York, USA Ulsteinvik (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers’ Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized (including confirmation by the consul notary of such country the signatorys true signature and authority to sign); and legalised or apostilled, as required by the Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other competent authority.action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement; b(iii) Current Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); (iv) If the Vessel has been registered in the ownership of the Sellers, and to the extent neccesary, a Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrancesencumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) To the extent possible, a Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to on or immediately after delivery confirming that the Vessel is in Class free of condition/recommendation, save for minor conditions/recommendations as per clause 11; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. e(vi) If the Vessel has been registered in the ownership of the Sellers, a Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.If the Vessel has not been registered in the ownership of the Sellers, the Sellers shall provide a confirmation of the same, in such form and with such attestation as the Buyers’ Nominated Flag State requires; f(vii) If the Vessel has been registered in the ownership of the Sellers, a A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the VesselVessel or by the Buyers’ bank, provided the Buyers notify the Sellers of any such documents as soon as possible within a reasonable time after the date of this Agreement. See Clause 22 At ; and (xii) The Sellers’ letter of confirmation that to the time best of delivery their knowledge, the Buyers and Vessel is not black listed by any nation or international organisation. (xiii) Current company certificate of the Sellers shall sign and deliver or other document evidencing who the Board of Directors consist of; (xiv) Current Articles of Association; (xv) Originals of all documents to each other a Protocol of Delivery and Acceptance confirming be delivered to the date and Sellers pursuant to the Shipbuilding Contract at the time of delivery of the Vessel from the Sellers Builder to the BuyersSellers; and (xvi) Notice and acknowledgement of assignment of i) ail warranties and guarantees, and ii) all benefits under article XIV, both under the Shipbuilding Contract, signed by the Sellers and the Builder. The notice and acknowledgement of assignment shall be as Appendix 1A and 1B to this Agreement; (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that ail necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and (ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association, Any Insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibly for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the Sellers shall also hand to the Buyers the interim classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the VesselVessel and/or at the premises of the Builder. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Builder’s or the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books (if applicable) but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Nordic American Offshore Ltd.), Memorandum of Agreement (Nordic American Offshore Ltd.)

Documentation. The Instinet shall preserve all information supporting the charges covered by an invoice (collectively referred to as “Documentation”) for (i) a period of thirty (30) days from the provision of such invoice to Subscriber if provided in December of any year during the Term or (ii) ninety (90) days from provision of any other invoice during the Term, and for the reasonable duration of the inspection period described in the following sentence, which in no event shall exceed thirteen (13) months after the provision of such invoice. At any time during the Dispute Period of an invoice and during any following period in which the dispute remains unresolved, upon the reasonable request of Subscriber, Instinet shall permit Subscriber (or its agents and representatives) to inspect, audit, verify and copy any Documentation to the extent required to verify the amounts charged under such invoice. Documentation shall be made available to Subscriber at Instinet’s principal place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers business or such other location as Subscriber and Instinet may agree upon in writing from time to time. Subscriber shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale use reasonable efforts to conduct any such inspection or audit in a form recordable manner that does not unreasonably interfere with Instinet’s business and Instinet shall reasonably cooperate in the Marsxxxx Islands, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of connection with such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, inspection. In the event such inspection or audit discloses or reflects overcharges or other discrepancies totaling at least five percent (5%) of the amount charged for the period audited, then, without limitation of any other rights or remedies that the registry does not may be available to Subscriber as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery result of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesInstinet shall reimburse Subscriber for all costs and expenses of such inspection or audit. Other technical documentation which may be in the Sellers' possession Such overcharges shall be promptly forwarded offset against the next payment due from Subscriber to Instinet under this Agreement (or, if this Agreement has expired or terminated, paid to Subscriber within thirty (30) days after such termination or expiration). Charges that have not been disputed in accordance with Section 3.3 within the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers relevant Dispute Period shall be deemed to be accepted and Subscriber shall have the right no further opportunity to take copies of sameinspect, audit, verify or copy any Documentation related to such charges.

Appears in 2 contracts

Samples: Co Location Agreement, Co Location Agreement (Instinet Group Inc)

Documentation. The place of closing: New YorkHamburg, USA Germany In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents including, without limitation, all documents reasonably required to register the Vessel with the Bahamas Maritime Authority or Xxxxxxxx Islands, corporate authorities and constitutional documents, and any documents reasonably required for tax clearance purposes (which shall be Sellers responsibility to obtain and any costs in connection therewith for Sellers sole account). Sellers and Buyers will agree documents required for delivery by way of an Addendum no.2 to this Agreement, to be entered into as soon as practicable after the date of this Agreement and no later than 9 January 2015 (or such later date as agreed between the parties) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of the same.

Appears in 2 contracts

Samples: Memorandum of Agreement (Teekay Tankers Ltd.), Memorandum of Agreement (Teekay Tankers Ltd.)

Documentation. The place of closing: New York, USA closing is to be advised by the Sellers with the cost to be equally between the Buyers and the Sellers. 176 In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery At the time of delivery/closing the Buyers and the Sellers are to provide each other with a list of delivery documents as reasonably required from each other.. This list is to be mutually agreed and then incorporated into this Agreement as an Addendum. The delivery documents Addendum shall be agreed as soon as possible after signing this Agreement but no later than 14 days prior to the expected date of delivery of the Vessel. Proforma documents are to be exchanged at least 7 days prior to closing, if practicable. 177 documents, namely:: 178 a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are 179 to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages 180 and maritime liens or any other debts or claims whatsoever, duly notarially attested and 181 legalized by the consul of such country or other competent authority.. 182 b) Current Certificate of Ownership issued by the competent authorities of the flag state of 183 the Vessel.. 184 c) Confirmation of Class issued within 3 working days 72 hours prior to delivery.. 185 d) Current Certificate issued by the competent authorities stating that the Vessel is free from 186 registered encumbrances.. 187 e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of 188 deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the 189 registry does not as a matter of practice issue such documentation immediately, a written 190 undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a 191 Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 192 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.193 f) Any such additional documents as may reasonably be required by the competent authorities 194 for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such 195 documents as soon as possible after the date of this Agreement. See Clause 22 196 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of 197 Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the 198 Buyers. 199 At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records 200 plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also 201 be handed over to the Buyers unless the Sellers are required to retain same, in which case the 202 Buyers to have the right to take copies. Other technical documentation which may 203 be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so 204 request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take 205 copies of same.. 206

Appears in 2 contracts

Samples: Memorandum of Agreement (Baltic Trading LTD), Memorandum of Agreement (Baltic Trading LTD)

Documentation. The place of closing: New York, USA to be mutually agreed (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers’ Nominated Flag Stage, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the series to authorize the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrancesencumbracnes and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel. e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation. (vi) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22deliverd. f(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry. (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organization. (b) At the time of delivery the Buyers shall provide the Seller with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representative to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub clauses (a) and (b) the Addendum as Above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub clause (a) and Sub clause (b) the Addendum as above for review and comment by the other party not later than (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At exchange of documents in Sub clauses (a) and (b) the time of delivery Addendum as above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates certificate which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 2 contracts

Samples: Memorandum of Agreement (Imperial Petroleum Inc./Marshall Islands), Memorandum of Agreement (Imperial Petroleum Inc./Marshall Islands)

Documentation. The place of closing: New York; London, USA England or Piraeus, Greece in the Buyer’s option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three originals of a Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 10 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working 72 two (2) Banking days hours prior to deliverydelivery-. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselVessel as well as any such additional documents that the Buyers shall require for the purpose of ascertaining (i) the proper constitution of the Sellers or the Charterer and (ii) that all appropriate corporate and other action has been taken in connection with the authorization and the performance by the Sellers of this Agreement, the novation of the Charter (as provided in clause 19 hereof together with any documents referred therein) and the assignment of the warranty of quality (as provided in clause 18 hereof together with any documents mentioned therein), provided the Buyers notify the Sellers of any such documents as soon as practically possible after the date of this AgreementAgreement and provided further that in relation to the Charterer the Sellers shall use their best endeavors to deliver to the Buyers similar documentation to the one delivered to the Buyers in relation to the Sellers. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., relating to the Vessel and her equipment which are whether or not the same are on board the Vessel. Other certificates (such as the Vessel’s Safety Management Certificate or Metrostar’s document of compliance or the Vessel’s Continuous Synopsis Record and ISPS certificate) which are whether or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesin copies except for the Vessel’s Continuous Synopsis Record which original will remain on board the Vessel following delivery under this Agreement. Other technical documentation which may be in the Sellers' possession (including the specifications of the Vessel as delivered to the Sellers by the Builder and/or the Intermediate Seller, the Vessel’s shipbuilding drawings, equipment manuals, sea trial records, correspondence with the Builder or the Classification Society concerning the Vessel or its equipment (including in relation to claims made or issues arising in connection with the warranty of quality applicable under the Shipbuilding Contract), shall be promptly forwarded to the Buyers at their expense, if they so request The Vessel’s SMS, Non-Tank VRP, Ship’s Security Plans and Ship’s Security Assessment will be removed and no copies thereof shall be given to the Buyers. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right right, at their expense, to take copies of samesame for a period not going earlier than three (3) months form the date of delivery of the Vessel under this Agreement.

Appears in 1 contract

Samples: Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The place of closing: New YorkLONDON, USA UNLESS OTHERWISE MUTUALLY AGREED In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: (a) Legal Bill Xxxx of Sale in a an appropriate form recordable in ___________ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. (b) Current Verified copy of Certificate of Ownership issued by the competent authorities of the flag state of the Vessel, (if the Vessel is registered by the Sellers on delivery from Daedong under the Contract - see Clause 10). (c) Confirmation of Class issued within 3 working days 72 hours prior to delivery, if available, otherwise within 28 (twenty eight) days after delivery. All interim certificates required to be furnished upon delivery of the Vessel pursuant to this Agreement, the specifications and the relevant documentation including: i) Classification Certificate (interim) ii) Safety Construction Certificate iii) Safety Equipment Certificate iv) Safety Radiotelegraphy Certificate v) International Loadline Certificate vi) International Tonnage Certificate vii) Builder's Certificate viii) De-rating Exemption Certificate However, if is agreed by the Parties that if the classification and/or other certificates are not available at the time of delivery of the Vessel, provisional certificates shall be accepted by the Buyers, provided that the Builder shall furnish the Buyers with formal certificates as promptly as possible after such formal certificates have been issued, irrespectively no later than 2 (two) weeks after delivery. (d) Verified copy of Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrancesencumbrances (if the Vessel is registered by the Sellers on delivery from Daedong under the Contract - see Clause 10). (e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See delivered (if the Vessel is registered by the Sellers on delivery from Daedong under the Contract - see Clause 2210). (f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement and not later than 30th November, 2001. (g) Verified copies of minutes from a meeting of the board of directors of the Sellers approving the sale of the Vessel to Buyers pursuant to the terms of this Memorandum of Agreement. See Clause 22 At . (h) Verified copy of power of attorney in favor of the time signatory of delivery the Buyers xxxx of sale and Sellers shall sign other documents required for the sale and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At . (i) Verified copy of the time up to date articles of delivery incorporation of the Sellers. (j) Verified copy of the builder's certificate and declaration of warranty issued to the Sellers shall hand by Daedong Shipbuilding Co. Ltd., including a confirmation that Daedong Shipbuilding Co., Ltd. has no claims against the Vessel and/or the Sellers and that the Vessel has been delivered free and clear of mortgages and encumbrances, or otherwise in terms pursuant and in accordance with Article VII III(e) of the Contract. (k) Original or verified copies of all technical documents, certificates and manuals delivered to the Buyers Sellers under the classification certificates) as well as all plans, instruction books, maintenance records etcshipbuilding contract., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Stelmar Shipping LTD)

Documentation. The place of closing: New York, USA London In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Isle of Man (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plansPlans, instruction booksmanuals, maintenance records etc., as far as available which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books / records but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Mc Shipping Inc)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Xxxxxxxx Islands (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially materially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 72 hours 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also ____________________ be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Bulk Carriers Corp.)

Documentation. The place of closing: New York, USA _ In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class and Cass Status Report issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances, of whatsoever nature. This certificate must not be dated more than 5 (five) days prior to Sellers tendering the Notice of Readiness and must not reference any mortages, maritime liens, debts, taxes, financial liabilities/obligations whatsoever on the vessel. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 6 (foursix) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for or the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time (see attached list of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatesdocuments) g) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.Commercial invoice

Appears in 1 contract

Samples: Memorandum of Agreement

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Xxxxxxxx Islands (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 72 hours 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also ________________________________ be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Bulk Carriers Corp.)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in The Bahamas (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims or liens whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery.Deleted d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See The additional documentation listed in Clause 22 17 below. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) files and records as well as all plans, instruction books, maintenance records plans etc., specifications, drawings ("as built"), operation and other manuals pertaining to the Vessel and her equipment which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. Buyers acknowledge that sellers have done engineering work and drawings that relate to the conversion of the Vessel to a floating production system. Such work and drawings are not a part of this sale and shall remain the exclusive property of Sellers.

Appears in 1 contract

Samples: Memorandum of Agreement (Reading & Bates Corp)

Documentation. The place of closing: New YorkAdministrative Agent shall have received, USA In exchange for payment in form and substance reasonably satisfactory to the Administrative Agent, each Lender and the LC Issuing Lender, each of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsfollowing, namelyduly executed and acknowledged where appropriate by all parties thereto: a(i) Legal Bill this Agreement, a Revolving Credit Note in favor of Sale each Lender requesting a Revolving Credit Note, a Term Loan Note in favor of each Lender requesting a form recordable Term Loan Note, the Guaranty and Security Agreement, the Pledge Agreement and all other Loan Documents required by Administrative Agent and Lenders; (ii) a certificate from a Senior Officer of Parent and Borrower certifying (A) that the representations and warranties of each Loan Party contained in Article V and of each Loan Party contained in each other Loan Document are true and correct in all material respects (or, in the Marsxxxx Islands, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers case of any such documents representation and warranty that is subject to materiality or Material Adverse Effect qualifications, in all respects) on and as soon of the Closing Date, (B) that no Default exists as possible after of the Closing Date, and no Default shall occur on the Closing Date as a result of making any Credit Extension on the Closing Date or from the application of the proceeds thereof, (C) that there has been no event or circumstance since the date of the Baseline Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (D) as to true, correct and complete copies of all Subordinated Indebtedness Documents, and (E) after the making of the Loans and the application of the proceeds thereof on the Closing Date, after giving effect to the Arizona Acquisition and the other transactions contemplated hereby, Availability is not less than $22,500,000; (iii) a certificate of a Senior Officer of Parent and Borrower (on behalf of each Loan Party) either (A) certifying that attached thereto are true, correct and complete copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the transactions contemplated hereby and the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party, and that such consents, licenses and approvals are in full force and effect, or (B) certifying that no such consents, licenses or approvals are so required; (iv) a certificate of a Senior Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto are true, correct and complete copies of (A) the Organization Documents of such Loan Party (which, in the case of the articles or certificate of incorporation or formation (or equivalent), shall be certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable), (B) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement. See Clause 22 At Agreement and the time other Loan Documents to which it is a party and (C) certificates as of delivery a recent date of the Buyers and Sellers shall sign and deliver good standing of such Loan Party under the Laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Loan Party is qualified to do business and, to the extent available, a Protocol of Delivery and Acceptance confirming the date and time of delivery certificate of the Vessel from relevant taxing authorities of such jurisdictions certifying that such Loan Party has filed required tax returns and owes no delinquent taxes; (v) a certificate of the Sellers chief financial officer or chief accounting officer of Parent and of the Borrower attesting to the Buyers. At Solvency of (A) the time of delivery Parent and its Subsidiaries on a consolidated basis, and (B) the Sellers shall hand Borrower and its Subsidiaries, on a consolidated basis, in each case before and after giving effect to the Buyers transactions contemplated hereby on the classification certificatesClosing Date; (vi) favorable opinions of counsel to the Loan Parties addressed to the Administrative Agent, the Lenders and the LC Issuing Lender with respect to the Loan Parties, the Loan Documents and such other matters as well as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent, the Lenders and the LC Issuing Lender); (vii) the final terms and conditions of each aspect of the Arizona Acquisition, including, without limitation, all planstax aspects thereof, instruction books, maintenance records etc.shall be (a) consistent with the description thereof received by Administrative Agent in writing from or on behalf of the Borrower and (b) otherwise reasonably satisfactory to the Lenders. The Lenders shall be reasonably satisfied with the Purchase Agreement (including all schedules and exhibits thereto), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over provide for an aggregate purchase price not in excess of $22,000,000 and all other agreements, instruments and documents relating to the Buyers unless Arizona Acquisition. The Purchase Agreement and such other agreements, instruments and documents relating to the Sellers are required to retain sameArizona Acquisition shall not be altered, amended or otherwise changed or supplemented, in which case the Buyers to have the right to take copies. Other technical documentation which may be each case, in the Sellers' possession shall be promptly forwarded any material respect or any material condition therein waived, if such alteration, amendment, change, supplement, or wavier is adverse to the Buyers at their expense. The Sellers may keep Lenders, without the Vessel's log books but prior written consent of the Buyers to have the right to take copies of sameLenders (which consent shall not be unreasonably conditioned, withheld or delayed).

Appears in 1 contract

Samples: Credit Agreement (Nobilis Health Corp.)

Documentation. The place of closing: New YorkHamburg, USA Germany In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents including, without limitation, all documents reasonably required to register the Vessel with the Bahamas Maritime Authority or Xxxxxxxx Islands, corporate authorities and constitutional documents, and any documents reasonably required for tax clearance purposes (which shall be Sellers responsibility to obtain and any costs in connection therewith for Sellers sole account). Sellers and Buyers will agree documents required for delivery by way of an Addendum no. 2 to this Agreement, to be entered into as soon as practicable after the date of this Agreement and no later than 9 January 2015 (or such later date as agreed between the parties) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of the same.

Appears in 1 contract

Samples: Memorandum of Agreement (Teekay Tankers Ltd.)

Documentation. The place of closing: New YorkHamburg, USA Germany In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents including, without limitation, all documents reasonably required to register the Vessel with the Bahamas Maritime Authority or Xxxxxxxx Islands, corporate authorities and constitutional documents, and any documents reasonably required for tax clearance purposes (which shall be Sellers responsibility to obtain and any costs in connection therewith for Sellers sole account). Sellers and Buyers will agree documents required for delivery by way of an Addendum No. 2 to this Agreement, to be entered into as soon as practicable after the date of this Agreement and no later than 9 January 2015 (or such later date as agreed between the parties) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of the same.

Appears in 1 contract

Samples: Memorandum of Agreement (Teekay Tankers Ltd.)

Documentation. The place of closing: New York, USA In exchange for 8.1 Lessee shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Purchase Option Price the Sellers shall furnish the Buyers with delivery documents, namelypursuant to Clause 3: (a) Legal Bill of Sale in a form recordable in the Marsxxxx Islands, certificate from Lessee warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages encumbrances and maritime liens or any and other debts or and claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.; (b) Current Certificate of Ownership certification issued by the competent authorities of Lessee’s Flag State dated on the flag state Completion Date stating that the Vessel is registered in the name of the Vessel.Applicable Owner and is free from registered encumbrances; (c) Confirmation a current certificate of Class issued within 3 working days prior to delivery. d) Current Certificate ownership issued by the competent authorities stating that of Lessee’s Flag State; (d) a certificate of attorney-in-fact of the Vessel is free from registered encumbrances.Lessee, which certifies (i) copies of the incorporation documents of the Lessee and the resolutions of an officer of the Lessee having necessary authority approving the execution, delivery and performance of this Agreement and (ii) the names, signatures and authorisation of the persons executing and delivering the delivery documents for Lessee; (e) Certificate if applicable, certificates of Deletion deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry Lessee’s Flag State at the time of delivery, or, In in the event that the registry Lessee’s Flag State does not not, as a matter of practice practice, issue such documentation immediately, a written undertaking by the Sellers Lessee to effect deletion from the Vessel's ships registry in Lessee’s Flag State forthwith and to furnish a Certificate certificate or other official evidence of deletion to the Buyers Buyer promptly and at the latest within 4 four (four4) weeks after the Purchase Price has been paid and delivery of the Vessel has been delivered. See pursuant to Clause 22.6; (f) Any such classification certificate(s) as well as all plans and related documentation that are on board the Vessel; (g) other certificates and other technical documentation that are on board the Vessel, unless Lessee or Applicable Owner is required to retain the same, in which case Buyer shall have the right to take copies; (h) equipment lists and spare parts lists for the Vessel; (i) copies of the Vessel’s log books; (j) any additional documents as may be reasonably be required by Buyer or the competent authorities for the purpose of transferring title to the Vessel as contemplated by this Agreement or registering the Vessel; and (k) bills of lading for all cargo on board the Vessel. 8.2 Applicable Owner shall deliver to Buyer the following documents (each in such form reasonably acceptable to Buyer) upon payment of the Option Price pursuant to Clause 3: (a) legal xxxx of sale of the Vessel executed by Applicable Owner in favour of Buyer duly notarially attested (both as to signature and authorisation) and legalised in Lessee’s Flag State warranting that the Vessel is free from all Owner’s Encumbrances provided that, provided where a xxxx of sale has to be in a prescribed form for registration purposes so that the Buyers notify title warranty cannot be changed, the Sellers Parties agree that the more limited warranty in this Clause 8.2(a) shall prevail; (b) a certificate of any such attorney-in-fact of the Applicable Owner which certifies (i) copies of the incorporation documents as soon as possible after of the date Applicable Owner and the resolutions of an officer of the Applicable Owner having necessary authority approving the execution, delivery and performance of this Agreement. See Clause 22 Agreement and (ii) the names, signatures and authorisation of the persons executing and delivering the xxxx of sale and other delivery documents for Applicable Owner; and (c) any additional documents within Applicable Owner’s power so to deliver as may be reasonably required by Buyer or the competent authorities for the purpose of transferring legal title to the Vessel as contemplated by this Agreement or registering the Vessel. 8.3 At the time of delivery of the Buyers Vessel, Buyer, Applicable Owner and Sellers Lessee shall sign and deliver to each other a Protocol Protocols of Delivery and Acceptance confirming the date and time of delivery of the Vessel from Lessee and Applicable Owner to Buyer. 8.4 At any time up to one hundred and twenty (120) days after delivery to Buyer of all of the Sellers documentation specified in Clause 8.1, Buyer may submit to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board Lessee any questions it may reasonably have regarding the Vessel (an “Additional Request”). If Buyer delivers an Additional Request to Lessee within such period, Lessee shall also be handed over respond to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be such requests as promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of sameas practicable thereafter.

Appears in 1 contract

Samples: Option Agreement (Golar LNG Partners LP)

Documentation. The place of closing: New York, USA London In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Isle of Man (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plansPlans, instruction booksmanuals, maintenance records etc., as far as available which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books / records but the Buyers to have the right to take copies of same.. 206

Appears in 1 contract

Samples: Memorandum of Agreement (Mc Shipping Inc)

Documentation. The place of closing/payment formalities: New York, USA to take place in Sellers’ office or Sellers’ Bank. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:: such documents to be mutually agreed and listed in an Addendum to this Memorandum of Agreement, however such agreement is not to prejudice/delay the signing of this Memorandum of Agreement and lodging of the deposit. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which-the-Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of of-Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued -issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's Vessel ‘s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of the-time-of-delivery, or, In in the event that the registry does not as a matter of does-not-as-a-matter-of-practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence official-evidence-of deletion to deletion-to-the Buyers promptly and latest and-latest-within 4 (four) weeks after the Purchase Price Purchase-Price-has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as documents-as-may reasonably be required by the the-competent authorities for the purpose of registering the Vessel, provided the Buyers notify Buyers-notify-the Sellers of any such documents as soon as possible possible-after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, drawings, instruction booklets, nautical publications, charts, copies of all manuals and code-books, maintenance records as well as oil record books of the last three months etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Alma Maritime LTD)

Documentation. The place of closing: New York, USA HFW Singapore In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, documents namely: a) Legal Bill Xxxx of Sale in a form recordable in _____________ (the Marsxxxx Islandscountry in which the Buyers are) to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul cousul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 the Agreement At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as as-well-as-all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be Be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's Vessels log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (DryShips Inc.)

Documentation. The place of closing: New YorkOslo, USA Norway (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers' Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers' Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, immediately a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered; (vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers' Association. See Clause 22.Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. 5 f(x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communication contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than _______ (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 1 contract

Samples: Memorandum of Agreement

Documentation. The place of closing: New YorkAt the BMA’s office in London, USA or such other place as the Parties may agree in writing. In exchange for payment of the Purchase Price the Sellers Upon delivery, each Party shall furnish the Buyers other Party with the relevant delivery documents, documents referred to namely:in Addendum No. 1. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers Buyer shall confirm that it is already in possession of the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers Buyer unless the Sellers are Seller is required to retain same, in which case the Buyers Buyer to have the right to take copies. Other technical documentation which may be in the Sellers' Seller’s possession shall be promptly forwarded to the Buyers Buyer at their its expense. The Sellers may keep , if the Vessel's log books but the Buyers to have the right to take copies of sameBuyer so requests.

Appears in 1 contract

Samples: Memorandum of Agreement (NCL CORP Ltd.)

Documentation. (See also Clause 19) The place of closingclosing : New YorkAthens, USA Greece In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, documents namely: a) Legal Bill of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyerx are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered register encumbrances. e) Certificate Recordation of Deletion Bill of Sale evidencing the sale of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after isxxxx by the Purchase Price has been paid and the Vessel has been delivered. See Clause 22Liberia registry. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 In addition to the documents above Buyers will furnish Sellers with the following documents: a) Minutes of the Board of Directors resolving the Purchase of the Vessel and acceptance of delivery of the vessel b) Power of Attorney as per the minutes above c) Certificate of Incorporation dated not earlier than thirty (30) days from delivery. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their Sellers' expense, if they so request. The Sellers may keep the Vessel's ' s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Top Tankers Inc.)

Documentation. The place of closing: New YorkLondon, USA England In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Bahamas (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) or such other country in Buyers’ option, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 24 hours prior to delivery. d) Current Certificate issued by the competent authorities dated not more than one (1) Banking Day prior to delivery stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation including drawings and manuals which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. g) resolutions, duly notarially attested and legalized, of the Board of Directors of the Sellers authorising the Sellers’ execution and performance of this Agreement and all matters in connection with the sale and transfer of the Vessel to the Buyers; h) original power of attorney, duly notarially attested and legalized, of the Sellers authorising its appointed representatives to execute all necessary documents in order to sell and transfer the Vessel to the Buyers; i) such other documents as the Buyers may reasonably require to evidence the authority of the Sellers to make and perform this Agreement and effect the legal transfer of the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

Appears in 1 contract

Samples: Memorandum of Agreement (Teekay Offshore Partners L.P.)

Documentation. The place of closing: New York, USA London or Piraeus (in Sellers option) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, as described in any attached Addendum to this Agreement namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoeverwhatseever, duly notarially netarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vesselvessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers Buyers-and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.. The vessel HSEOMS, VRP, CAVCP, SOPEP, SSP and SSA will be removed and no copies shall be given to Buyers. Vessel’s CSR will remain on board following delievry under this

Appears in 1 contract

Samples: Memorandum of Agreement (General Maritime Corp / MI)

Documentation. (see also clause 16) The place of closing: New York, USA Athens - Greece In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered register encumbrances. e) Certificate of Deletion deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., manuals, drawings, charts and instruction books which are on board the Vessel. Other certificates which are on board onboard the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation for main engine/all auxiliaries/dock machinery/radio and navigational equipment which may be in the Sellers' possession shall be promptly forwarded to the Buyers technical managers in Denmark within 7 days of delivery of the vessel, at their Buyers expense. If they so request. The Sellers may keep the Vessel's ’ a log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Britannia Bulk PLC)

Documentation. The place of closing: New YorkLondon, USA Oslo or Singapore in Sellers option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsDocuments , namely: a) Legal Bill Four original legal Bills of Sale in a form recordable in (the Marsxxxx Islandsport and the country in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 30 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all charters, encumbrances, mortgages and maritime liens or any other taxes, debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued All documents to be delivered to the Sellers by the competent authorities Builders pursuant to Article VII.3 of the flag state Shipbuilding Contract, including the documents called “Xxxx of the Vessel.Sale” and “Builder’s Certificate” c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which relating to the Vessel and her equipment whether or not the same are on board the VesselVessel provided that the same have been delivered to the Sellers by the Builders. Other certificates which wheter or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiescopies provided same have been delivered to the Sellers by the Builder. Other technical documentation which may be in the Sellers' possession (including the Specifications, the Vessel’s shipbuilding plan and drawings, equipment manuals, sea trial records major issues discussed between Builders/Sellers and/or classification society as from the date of this MOA/contract to be copied to Buyers. Failing to provide, same no to be considered as a breach of this contract) shall be promptly forwarded to the Buyers at their expense. , The Sellers may keep the Vessel's log books but shall also deliver to the Buyers on delivery of the Vessel to have the right Buyers under this Agreement the Ship replica model to take copies be delivered to the Sellers by the Builders pursuant to Article XXI of samethe Shipbuilding Contract. Buyers shall not pay for the model.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Safe Bulkers, Inc.)

Documentation. Subject to Section 6.03 hereof, the Borrower ------------- may apply to the Bank for Advances, Credit Products, Derivative Transactions and Other Products in accordance with the Credit and Collateral Policy. The place final terms of closing: New Yorkany Advance, USA In exchange for payment Credit Product, Derivative Transaction or Other Product shall be conclusively established by this Agreement and any Confirmation and Supplemental Documentation related thereto. Any Obligor shall be estopped from asserting any claim or defense with respect to the terms of any Confirmation or other Supplemental Documentation that is not required to be signed by the Borrower applicable to any Advance, Credit Product, Derivative Transaction or Other Product unless, within the earlier of (i) any time period specified in any Confirmation or Supplemental Documentation relating thereto and (ii) five (5) business days of receipt of the Purchase Price final documents relating to such product or service, the Sellers shall furnish Borrower delivers to the Buyers with delivery documentsBank a written notice specifying the disputed term(s) or condition(s) of the Advance, namely: a) Legal Bill Credit Product, Derivative Transaction or Other Product. Upon the request of Sale in a form recordable the Bank, or as provided in the Marsxxxx IslandsCredit and Collateral Policy, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers Borrower shall sign and deliver to each the Bank a promissory note or notes and such other Supplemental Documentation in such form as the Bank may reasonably require evidencing any Advance, Credit Product, Derivative Transaction or Other Product. Unless otherwise agreed by the Bank in writing, all Advances shall be made by crediting the Borrower's demand deposit account(s) with the Bank. All Borrowing Documents shall be deemed to have been executed and delivered in Atlanta, Georgia, and all payments made under the Borrowing Documents shall be deemed to have been made in Atlanta, Georgia. The Bank's obligation to fund any portion of any approved Advance, issue any approved letter of credit, guaranty or financial accommodation relating to a Protocol Credit Product or continue under any Derivative Transaction or Other Product shall be subject to (i) continuing compliance by the Obligors with the terms and provisions of Delivery this Agreement (ii) there having occurred no Event of Default hereunder and Acceptance confirming (iii) the date and time of delivery continuing satisfaction by the Obligors of the Vessel from credit and collateral considerations of the Sellers to Bank and the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be eligibility requirements and policies prescribed in the Sellers' possession shall be promptly forwarded to Act, the Buyers at their expense. The Sellers may keep Regulations and the Vessel's log books but the Buyers to have the right to take copies of sameCredit and Collateral Policy.

Appears in 1 contract

Samples: Advances and Security Agreement (First Bancorp /Nc/)

Documentation. The place of closingdosing/payment formalities: New York, USA to take place in Sellers’ office or Sellers’ Bank. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:: such documents to be mutually agreed and listed in an Addendum to this Memorandum of Agreement, however such agreement is not to prejudice/delay the signing of this Memorandum of Agreement and lodging of the deposit a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which-the-Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of of-Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued -issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official official-evidence of deletion appropriate to the Vessel's ’s registry at the time of the-time-of-delivery, or, In in the event that the registry does not as a matter of does-not-as-a-matter-of-practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence official-evidence-of deletion to deletion-to-the Buyers promptly and latest and-latest-within 4 (four) weeks after the Purchase Price Purchase-Price-has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as documents-as-may reasonably be required by the the-competent authorities for the purpose of registering the Vessel, provided the Buyers notify Buyers-notify-the Sellers of any such documents as soon as possible possible-after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, drawings, instruction booklets, nautical publications, charts, copies of all manuals and code-books, maintenance records as well as oil record books of the last three months etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Alma Maritime LTD)

Documentation. The place of closing: New York, USA Shanghai or such other location as may be agreed by Sellers and Buyers In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Bxxx of Sale in a two (2) originals in form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested certified and legalized by Apostille by the consul Special Agent of such country or other competent authority.the Liberia Maritime Authority; b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.; evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances; c) Confirmation of Class issued within 3 working days 72 hours prior to delivery.delivery confirming that the Vessel is in Class free of overdue conditions/recommendations; d) Current Certificate issued by the thc competent authorities stating that the Vessel is free from registered encumbrancesof thc flag state of thc Vessel. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel Vied-xi has been delivered. See Clause 22. f) Original resolution of the board of directors of the Sellers, (i) ratifying and approving the execution of this Agreement and any addendum to this Agreement, (ii) approving the sale of the Vessel to the Buyers for the Purchase Price and (iii) approving any one director or any one attorney to execute on behalf of the Sellers the Bxxx of Sale, the Protocol of Delivery and Acceptance and all other documents required for the sale of the Vessel and her delivery to the Buyers and to deal with all matters in relation to the completion of the sale and transfer of title of the Vessel to the Buyers; and (iv) (if applicable) approving authorisation of person(s) to execute a Power of Attorney appointing certain persons to execute on behalf of the Sellers the Bxxx of Sale, the Protocol of Delivery and Acceptance and all other documents required for the sale of the Vessel and her delivery to the Buyers and to deal with all matters in relation to the completion of the sale and transfer of title of the Vessel to the Buyers, duly certified and legalized by Apostille by the Special Agent of the Liberia Maritime Authority. g) Original resolution of the shareholder(s) of the Sellers ratifying and approving the resolution of the board of directors of the Sellers, duly certified and legalized by Apostille by the Special Agent of the Mxxxxxxx Islands in Greece. h) If applicable, original Power of Attorney issued pursuant to the resolution of the board of directors of the Sellers, appointing the Sellers' attorneys to execute on behalf of the Sellers the Bxxx of Sale, the Protocol of Delivery and Acceptance and all other documents required for the sale of the Vessel and her delivery to the Buyers and to deal with all matters in relation to the completion of the sale and transfer of title to the Vessel to the Buyers, duly certified and legalized by Apostille by the Special Agent of the Liberia Maritime Authority. i) One (1) original of the Sellers' Letter of Confirmation on "No Black Listed", no other or dual registration, or no pending criminal investigation by any competent authorities for any alleged MARPOL violation or oil pollution in respect of the Vessel; j) All original Continuous Synopsis Record (CSR) (from No. 1 to present number) are to remain on board; k) A commercial invoice for the Vessel in two (2) originals; and 1) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided Vessel under the Buyers notify the Sellers flag of any such documents as soon as possible after the date of this AgreementLiberia. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery it shall be deemed that the Sellers shall hand to hold for the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to deemed the property of the Buyers but held by the Sellers for the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to held by the Buyers at their expenseSellers for the Buyers. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:Nordea Bank Finland Plc - London Branch or Copenhagen Branch. a) Legal Bill Xxxx of Sale in a form recordable in The Republic of the Marsxxxx IslandsXxxxxxxx Islands (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the Buyers financiers or the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 Such request shall be made latest 15 days prior the expected date of delivery. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Diana Containerships Inc.)

Documentation. The place of closing: New York, USA ROTTERDAM (WHICH LOCATION SELLERS CONFIRM WILL NOT ATTRACT VALUE ADDED TAX OR OTHER DUTCH TAXES FOR THE BUYERS' ACCOUNT). In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in Bahamas (the Marsxxxx Islandscountry in which txx Xuyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly duty notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion . This Contract is a computer generated copy of the Vessel SALEFORM 1003 forth, printed under license from the Vessel's registry Norwegian Shipbrokers' Association, using the BIMCO Charter Party Editor. Any insertion or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly form must be clearly visible. In event of any modification being made to the preprinted list of this document, which is not clearly visible, the original document, as recommended by BIMCO shall apply. The Norwegian Shipholders' Association and latest within 4 (four) weeks after BIMCO assume no responsibility for any loss in damage caused as a result of discrepancies between the Purchase Price has been paid original document and the Vessel has been delivered. See Clause 22this document. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. Sellers shall also provide the Buyers with all technical information as may be in their possession concerning the conversion of their vessel "Smit Pioneer" in order to assist the Buyers with their own intended conversion works.

Appears in 1 contract

Samples: Memorandum of Agreement (Torch Offshore Inc)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable record able in Xxxxxxxx Islands(the country in which the Marsxxxx IslandsBuyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially materially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 72 hours3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they go request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Star Bulk Carriers Corp.)

Documentation. The place To the extent in the possession or under the control of closingany Seller Party, the Seller shall provide (and shall cause the other Seller Parties to provide) to the Purchaser: New York(i) promptly after the Initial Closing Date, USA In exchange complete and accurate copies of all the following that constitute Transferred IP: file histories and notes (where such notes are regarding, with respect to Transferred IP, actual or potential disclosure dates or prior art dates, standards-essential Patents, or license or covenants not to xxx granted to any Person with respect to such Transferred IP) from the Seller Parties’ docketing systems of the pending Patent applications and issued Patents (and invention disclosures, if any, for all such applications and Patents that any Seller Party is able to provide using Reasonable Efforts), pending Trademark applications and Trademark registrations, Copyright applications and Copyright registrations, and unpublished Patent applications; (ii) within thirty (30) days after the Effective Date, for Transferred IP throughout the world, a list of the names, addresses, email addresses, and phone numbers of prosecution counsel and agents; (iii) within thirty (30) days after the Effective Date, a list of all actions that must be taken for Transferred IP throughout the world (a “Transferred IP Docket”) within one hundred eighty (180) days after the Effective Date (including the payment of any registration, maintenance, or renewal fees or the Purchase Price the Sellers shall furnish the Buyers with delivery filing of any documents, namely: acorrections, or replies to any Governmental Entity, applications or certificates, for the purposes of prosecuting, maintaining, or renewing any such registered, issued, or applied-for Transferred IP); and (iv) Legal Bill at least on a monthly basis during the period of Sale in a form recordable time from the Effective Date until the Initial Closing Date, reasonable access to the docketing information (with respect to such Transferred IP) generated by any Seller Party in the Marsxxxx IslandsOrdinary Course consistent with how such Seller Party generates such information for itself. As of the Initial Closing Date, warranting the Purchaser assumes all responsibility for the prosecution, maintenance and enforcement of the Transferred IP assigned under this IP Agreement as of the Initial Closing Date to a Purchaser Assignee, and the payment of all fees, and all other prosecution and maintenance activities associated with such Transferred IP. After the Effective Date, Seller shall (and shall cause the other Seller Parties to) cooperate and assist Purchaser in good faith with respect to: (A) providing information to Purchaser that is reasonably sufficient to allow Purchaser to understand prosecution, maintenance, renewal, and new filing activities with respect to the Vexxxx xx free from Transferred IP that occur or will occur between the Effective Date and the Initial Closing Date; and (B) providing written instructions to all encumbrances, mortgages prosecution counsel and maritime liens or agents throughout the world who are responsible for the Transferred IP to instruct such counsel and agents that Purchaser and the Purchaser Assignees will be responsible for the Transferred IP as of the Initial Closing Date and that all reasonably necessary steps should be taken to prevent the loss of any other debts or claims whatsoever, duly notarially attested and legalized rights embodied by the consul of Transferred IP unless such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate counsel and agents have received express written instructions to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion contrary from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22Purchaser. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Intellectual Property Agreement (Zebra Technologies Corp)

Documentation. The place of closing: New Yorkeither at Marousi, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsGreece or at Sellers' Bank in London, namely:England in Sellers' option. a) Legal Bill Bxxx of Sale in a form recordable in _____________ (the Marsxxxx Islandscountry in which the Buyers are) to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul cousul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 the Agreement At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as as-well-as-all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be Be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (DryShips Inc.)

Documentation. The place of closing: New York, USA Athens Greece (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a: (i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers’ Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority. bmore representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); (iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances. encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, immediately a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. See Clause 22. f) Any such additional documents as may reasonably insertion or deletion to the form must be required by clearly visible. In the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers event of any such documents as soon as possible after modification made to the date pre-printed text of this Agreement. See Clause 22 At document which is not clearly visible, the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery text of the Vessel from original approved document shall apply. BIMCO and the Sellers to Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etcoriginal approved document and this computer generated document., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Performance Shipping Inc.)

Documentation. The place of closing: New York, USA to be agreed In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the BuyersThis document is a computer generated SALEFOKM 1993 form printed by authority Of the Norwegian Shipbrokers' Association. At the time of delivery the Sellers shall hand Any insertion or deletion to the Buyers form must be clearly visible. In the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over event of any modification made to the Buyers unless pre printed text of this document which is not clearly visible, the Sellers are required to retain sametext of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, in which case damage or expense as a result of discrepancies between the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of sameoriginal approved document and this computer generated document.

Appears in 1 contract

Samples: Time Charter Party (Professional Lease Management Income Fund I LLC)

Documentation. The place of closing: New York; London, USA England or Piraeus, Greece in the Buyer’s option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three originals of a Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 10 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working 72 two (2) Banking days hours prior to deliverydelivery-. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselVessel as well as any such additional documents that the Buyers shall require for the purpose of ascertaining (i) the proper constitution of the Sellers or the Charterer and (ii) that all appropriate corporate and other action has been taken in connection with the authorization and the performance by the Sellers of this Agreement, the novation of the Charter (as provided in Clause 19 hereof together with any documents referred therein) and the assignment of the warranty of quality (as provided in Clause 18 hereof together with any documents mentioned therein), provided the Buyers notify the Sellers of any such documents as soon as practically possible after the date of this AgreementAgreement and provided further that in relation to the Charterer the Sellers shall use their best endeavours to deliver to the Buyers similar documentation to the one delivered to the Buyers in relation to the Sellers. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., relating to the Vessel and her equipment which are whether or not the same are on board the Vessel. Other certificates (such as the Vessel’s Safety Management Certificate or Metrostar’s document of compliance or the Vessel’s Continuous Synopsis Record and ISPS certificate) which are whether or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesin copies except for the Vessel’s Continuous Synopsis Record which original will remain on board the Vessel following delivery under this Agreement. Other technical documentation which may be in the Sellers' possession (including the specifications of the Vessel as delivered to the Sellers by the Builder and/or the Intermediate Seller, the Vessel’s shipbuilding drawings, equipment manuals, sea trial records, correspondence with the Builder or the Classification Society concerning the Vessel or its equipment (including in relation to claims made or issues arising in connection with the warranty of quality applicable under the Shipbuilding Contract), shall be promptly forwarded to the Buyers at their expense, if they so request. The Vessel’s SMS, Non-Tank VRP, Ship’s Security Plans and Ship’s Security Assessment will be removed and no copies thereof shall be given to the Buyers. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right right, at their expense, to take copies of samesame for a period not going earlier than three (3) months form the date of delivery of the Vessel under this Agreement.

Appears in 1 contract

Samples: Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The documentary closing/transfer of title to the Rig is to take place of closing: New York, USA in London. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable (one original and two verified copies ox the original) in the Marsxxxx IslandsBody Corporate form, warranting that the Vexxxx xx Rig is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such the country in which the Buyers are to register the Rig or other competent authority. b) Current Certificate of Ownership Registration issued by the competent authorities of the flag state of the VesselRig, showing the ownership of the Rig and that the Rig is free from mortgages or other rights. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel Rig from the VesselRig's registry stating that the Rig at the time of deletion was free from mortgages or other rights, or other official evidence of deletion appropriate to the VesselRig's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the VesselRig's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel Rig has been delivered. See Clause 22. fe) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselRig, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel Rig from the Sellers to the Buyers. At the time of delivery the Sellers shall hand submit to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the VesselRig. Other certificates which are on board the Vessel Rig shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the VesselRig's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Global Marine Inc)

Documentation. The place of closing: New YorkFirst Business bank, USA In exchange Shipping Branch Piraeus. The Vessel shall be delivered and the purchased price paid against Protocol of Delivery signed by both the Sellers and the Buyers, Xxxx of Sale and all other normal delivery documents reasonably required for payment Buyers’ Vessel’s legal transfer of title and registration of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:Vessel under Buyers’ indented flag. Such documents to be listed in an Addendum to this MOA which both parties to endeavour to be agreed/issued as soonest as possible. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Copy of the Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, delivery or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a A written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of samesame at Buyers account.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (FreeSeas Inc.)

Documentation. The place of closing: New York, USA _ In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class and Cass Status Report issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances, of whatsoever nature. This certificate must not be dated more than 5 (five) days prior to Sellers tendering the Notice of Readiness and must not reference any mortages, maritime liens, debts, taxes, financial liabilities/obligations whatsoever on the vessel. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 6 (foursix) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for or the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time (see attached list of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatesdocuments) g) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.Commercial invoice

Appears in 1 contract

Samples: Memorandum of Agreement

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price Money the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for or the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and the Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., plans etc which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' Sellers possession shall promptly be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books books, but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Sales Contract

Documentation. The Copyright, Epiphan Systems Inc. Open Source Code, your email contact information, and the postal address for delivery of the requested Open Source Code to you. YOU ARE FULLY RESPONSIBLE FOR INTERNET ACCESS AND CONNECTIVITY ISSUES AS AN INTERNET CONNECTION IS REQUIRED. Your primary place of closing: New Yorkbusiness and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. OR USE INCONSISTENT HEREWITH. Alternatively the source code may be obtained online, USA In exchange directly from its publisher. Licensed software license applies equally to license agreement tui flight delay claim form PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. Even though some commentators have possession or agreement applicable open source license. Central Goods and Services Tax Act or the rules made thereunder. International enforcement of copyright laws is frequently lax. Pmnondiscrimination principlestandard open source components in a result is effective date affixed to anticompetitive behavior by incorporating the agreement applicable laws of. Agreement pursuant to the Termination section. Token or subsequent purchases, no implied license form that are responsible for payment arbitration of thematerial benefits or transfer any actual or source license document. SOFTWARE in accordance with the terms and conditions of this XXXX. If the SOFTWARE was acquired outside the United States, then local law may apply. Linking this library statically or dynamically with other modules is making a combined work based on this library. If the License Term is subsequently renewed, it will renew under all the updated URL Terms. TOTAL LIABILITY EXCEED THE ACTUAL MONEY PAID FOR THE LOGITECH PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. You are currently unable to view this content because of your cookie settings. Those thus making or running the covered works for you must do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of your copyrighted material outside their relationship with you. Such terms of use may prohibit you from doing some of the Purchase Price things you are permitted to do under this Agreement or permit you to do some of the Sellers shall furnish things you are prohibited from doing under this Agreement. If Customer elects not to continue under the Buyers with delivery documentsbreached Addendum, namely: a) Legal Bill then the Addendum will terminate. That said, there is considerable common ground. Acceptable Use Policy by Licensee or any Licensed User. Software usage statistics to facilitate the provisioning of Sale in a form recordable updates, support, invoicing or online services and may transfer such information to other companies in the Marsxxxx IslandsVMware worldwide group of companies from time to time. Shift may also use any information collected to improve and enhance the Software, warranting that the Vexxxx xx free from all encumbrancesRelated Materials, mortgages and maritime liens to provide notices to you which may be of use or any other debts interest to you. If you ready to the fullest extent to limit, and the products and trade secrets or claims whatsoever, duly notarially attested and legalized by open source. You may opt to apply the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities terms of the flag state ordinary GNU General Public License instead of this License to a given copy of the Vessel. c) Confirmation Library. Limitation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by liability is a standard contract provision that protects both the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel Licensor and Licensee from the Vessel's registry or other official evidence amount of deletion appropriate exposure they each face if any action is filed against either party in relation to the Vessel's registry this agreement. Software at the time of deliverythe request is in conformity with the terms of this Agreement and you agree to permit Headway or its authorized representative to verify the accuracy of your certification. You for use with or in conjunction with the SOFTWARE. Some portion of the Licensed Materials might contain Open Source Software subject to Open Source Terms applicable for each such portion, oras further specified in the Licensed Materials. Termination provisions for any kind, or modifyingthe library under which does my project to its essential purpose, including hong kong, to accept this license applicable open source? License Keys associated with the Evaluation License Type. However, parties who have received copies, or rights, from you underthis License will not have theirlicenses terminated so long as such parties remain in full compliance. The parties will mutually select one arbitrator. If you link other code with the library, you must provide complete object files to the recipients, so that they can relink them with the library after making changes to the library and recompiling it. In the event case of any permitted assignment or transfer under this License, this License or the relevant provisions shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. The parties to this Agreement are independent contractors. Contributors may not remove or alter any copyright notices contained within the Program. Is it possible to include a shorter form of a license if the license would be longer than the content licensed? The parties will execute the Agreement first and are subject to an agreed term. PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. All such audits will be conducted during regular business hours. For the termination of the application of the benefit you must provide access to the gpl handles the applicable open license agreement. The terms constitute or backing up does xxxxx own property in turkey Dvds or unenforceable, nor any rights therein, as needed to any of the correct this license from open source license applicable. The agreement when you interact with encryption technology and agreement applicable open source license at the province of. Ideally, the software test will succeed and the Licensee will accept that the registry software is working properly. Zebra or its suppliers own the title, copyright and other intellectual property rights in the Software. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM. Before you install an application, always read the license. Scope of Licensed Access and Use. The Epiphan Hardware Products, Software, Documentation and related information are subject to export and import restrictions. Agreement must be included with each copy of the Program. The total number of minutes in the applicable month. Gc in open source nondiscrimination principles that applicable open source license agreement does not as a matter distribute such deviating terms in case of practice issue such documentation immediatelyagreement. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. Agreement is not exclusive of any rights Customer obtains under the Channel Partner Sale Agreement; however, a written undertaking by if there is any conflict between the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence provisions of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid this Agreement and the Vessel has been deliveredChannel Partner Sale Agreement, then the provisions of this Agreement prevail. See Clause 22. f) Any such additional documents as may reasonably be To the extent required by the competent authorities for licenses covering Open Source Components, the purpose terms of registering such licenses will apply in lieu of the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date terms of this Agreement. See Clause 22 At Once an industry custom would be revoked or your account normal business and the time public license to addendum is solely responsible for license applicable license xxxxxxx to any. OTHER THAN THIS LIMITED WARRANTY, MICROSOFT PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS. This section applies only to a Commercial License. The SOFTWARE is licensed to You, not sold to You. You previously purchased or installed and terminate your use. Microsoft software and technology. In every case, a user considering combining works licensed under different licenses should read the licenses at issue very carefully. Such concerns have been eased by requirements that patent pools provide access to the licensed technology on a nondiscriminatory basis. Please enter your password. Use of delivery Global Locate, Inc. Licenses for those Products. Each Party agrees to execute the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery Standard Contractual Clauses upon request of the Vessel from other Party and further agrees that absent of execution the Sellers terms and conditions of the Standard Contractual Clauses shall in any event apply to any Restricted Transfer. How Modifications are Handled. The Software is provided solely for the Purpose, and Company agrees not to use the Software for any other purpose. Agreement and the Ordering Document. DEVICE or are accessible through the SOFTWARE, unless in the case of a transfer with all related DEVICES you have obtained legally binding agreement of any transferee of the XXXX to these terms for the benefit of SBT. Modifications to the BuyersLibrary Itself. At the time of delivery the Sellers Verint shall hand implement and conform its software development practices to applicable Industry Standards relative to the Buyers functionality to be performed by the classification certificates) as well as all plansspecific Verint product offering. Notwithstanding the foregoing, instruction booksYou may not copy the printed Documentation. Software, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over subject to the Buyers unless terms and conditions of this Agreement. The united states public of applicable open source license agreement, license would not specify how the Sellers are required similarities between the parties with the notice. XXXX will be enforced to retain samethe maximum extent permissible so as to affect the intent of the parties, and the remainder of this XXXX will continue in full force and effect. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. No other authors be disabled in which case the Buyers to have the right to take copiesis authorized hereunder, license agreement and passwords. Other technical documentation which may be in the Sellers' possession License shall be promptly forwarded valid and enforceable to the Buyers at their expensefullest extent permitted by law. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.myrtle beach nc directions

Appears in 1 contract

Samples: Open Source License Agreement

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price Money the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 6 (foursix) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for or the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and the Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., plans etc which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' Sellers possession shall promptly be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books books, but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement

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Documentation. The place of Purchase Agreement for the Preferred Shares will have customary representations, warranties and covenants. The Purchase Agreement will provide that the representations and warranties contained in the Purchase Agreement shall not survive the closing: New York. The Company’s organizational documents will be revised, USA In exchange for payment as necessary, to include the terms of the Purchase Price Preferred Shares as described herein. Closing Conditions: 1) Negotiation of mutually satisfactory documents reflecting the Sellers terms of this agreement. 2) The Company shall furnish have entered into definitive documentation consistent with the Buyers terms set forth in the Letter Agreement, dated as of the date hereof, from Xxxxxxx Xxxxx Commodities, Inc. Xxxxxxx Xxxxx Capital Corporation and Xxxxxxx Xxxxx & Co., Inc. to Retail Energy Power Supply, LLC and each of its subsidiaries (the “ML Letter Agreement”). The Company and Xxxxxxx Xxxxx shall have (i) entered into such definitive documentation prior to the Waiver Expiry Date referred to in the ML Letter Agreement and (ii) each complied in all material respects with delivery documentsits obligations under the ML Letter Agreement, namely: awithout any amendment to or modification or waiver of any of the terms or conditions thereof (other than any amendment or waiver to which the Sponsor shall have consented in writing). There shall exist no pending claims between the Company and any party to the Retail Facilities as of the closing date. 3) Legal Bill of Sale No new information has come to the Sponsor’s attention that is inconsistent in a form recordable material and adverse way from information publicly disclosed prior to the date hereof or otherwise disclosed to the Sponsor prior to the date hereof. 4) Closing of the new term debt on the terms set forth in the Marsxxxx IslandsXxxxxxx Xxxxx term sheet provided to the Sponsor, warranting attached hereto as Annex A. 5) Other customary closing conditions. The closing of the transaction shall be no earlier than 10 business days after the execution of the definitive Purchase Agreement. The definitive agreements shall provide that to the Vexxxx xx free from all encumbrancesextent that HSR clearance or FERC approval of the Proposed Transaction would otherwise delay closing, mortgages the Preferred Shares shall initially constitute non-voting shares, and maritime liens or any other debts or claims whatsoeverthe voting rights contemplated herein shall be conditioned upon, duly notarially attested and legalized by the consul shall become effective only after, receipt of such country or other competent authorityclearance and approval. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Equity Investment Agreement (Reliant Energy Inc)

Documentation. The place i) Insurer will issue “Held Cover Certificate” within 24 hours of closing: New York, USA In exchange for payment of premium towards Risk Cover Commencement stating the Purchase Price period of coverage after receipt of Premium by the Sellers Insurer. ii) Insurer will issue draft (soft copy) of all policy copies to Marsh latest within 45 working days from the date of payment of Premium and after being duly vetted by Marsh, the Insurer will issue final policies in 5 (five) copies within 15 days after receipt of final clearance from Marsh. All these process shall furnish not under any case exceed sixty (60) days from the Buyers with delivery documentsinception of risk. iii) All Terms, namely: a) Legal Bill of Sale in a form recordable Conditions as per Tender including clauses, warranties and deductibles shall be attached / incorporated in the Marsxxxx IslandsPolicy Document strictly as per tender terms. No restrictive conditions/warranties etc. in deviation from the Tender shall be imposed. iv) All the Premium quoted by the insurer as per tender & as agreed after due negotiation between CPT & Insurer are fixed and final. No further premium will be asked in future till expiry of the policy subject to unaltered sum insurance and terms as mentioned in the Tender subject, warranting however, that 10% Automatic Acquisition Clause will be applicable during the Vexxxx xx free tenure of the policy and to be covered till that limit without any additional premium till the expiry of the policy. However, this above is subject to any Statutory payment due to legislation. v) If any discrepancy arises as to the issued documents not being in conformity with the tender terms the rectification, “NIL” Endorsements shall be issued and delivered by the Insurer within 10 (Ten) working days from all encumbrances, mortgages and maritime liens the date of request. 1. Copy of Held Cover Certificate/Policy /Endorsement or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate communication whatsoever to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall Insured will also be handed over copy marked to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of sameMarsh.

Appears in 1 contract

Samples: Service Level Agreement

Documentation. The place of closing: New York, USA Helsinki In exchange for payment of the Purchase Price and all and any amount, whatsoever outstanding under the bareboat charterparty the Sellers shall furnish the Buyers with delivery documents, namely: (a) Legal Bill of Sale in a form recordable in _______________ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. (b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. (c) Confirmation of Class issued within 3 working days prior to delivery.[intentionally left blank] (d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. (e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. (f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Bareboat Charterparty Addendum (Commodore Holdings LTD)

Documentation. The place of closing: New York, USA In Sellers’ option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Bxxx of Sale in a form recordable in Malta (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the VesselVessel (i.e. the so-called “Estratto di Matricola”). c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking Undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. documents as soon as possible after the date of this Agreement. See Clause 22 At time of closing, the Buyers shall furnish the Sellers with those customary documents that the Sellers may reasonably require. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Oceanfreight Inc.)

Documentation. The place of closing: New York, USA In exchange for payment delivery documents from the Seller herein listed shall be made in favor of the Purchase Price Buyers and executed and delivered at the Sellers shall furnish the Buyers with delivery documents, namely:closing [held at ]. a1) Legal Bill Xxxx of Sale in a form recordable and substance acceptable by the Register of Ships in four original counterparts executed by the Marsxxxx IslandsSellers duly authorized representative, warranting stating that the Vexxxx xx Vessel is free from of all charters, encumbrances, mortgages mortgages, maritime liens, taxes, claims and maritime liens debts whatsoever. A copy of the Vessel’s Certificate of Registry will be attached to the Xxxx of Sale. Sellers will provide a draft unsigned copy of the xxxx of sale in advance marked for registration purpose only. The sellers Power of Attorney and the Xxxx of Sale to be signed by an attorney and thereafter legalised in a a manner acceptable to the Register of Ships. Note: If the Vessel will be not registered in either or any other debts or claims whatsoever, duly notarially attested the Seller will deliver a Xxxx of Sale in form and legalized by substance acceptable to flag state where the consul of such country or other competent authorityVessel will be registered. b2) Current Notarized Sellers Board of Managers’ resolution authorizing the sale and transfer of the Vessel to the Buyers pursuant to the MOA. 3) A Certificate of Ownership and Encumbrance of the Vessel issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 government to be dated no more than one working days day prior to delivery. d) Current Certificate issued by the competent authorities stating delivery confirming that the Vessel is free from registered encumbrancesmortgages, registered encumbrances and registered maritime liens. e4) Certificate of Deletion Permission of Sale issued by the Government dated not earlier than ten working days prior to the date of delivery. 5) A good standing certificate of the Seller Issued by the Companies Registrar and dated not earlier than three working days prior to the date of delivery. 6) Class Maintenance Certificate in one original that shall be dated not earlier than one working day prior to the date of delivery confirming the Vessel’s class is maintained without condition/recommendation. If ABS in Houston Texas cannot arrange to have an original Class Maintenance Certificate dated one day prior to the closing available in , the Buyer will accept a facsimile of the same satisfactory to the Bureau of Maritime Affairs to be followed by the original provided by ASS to the Bureau of Maritime Affairs. 7) Letter from the Seller dated the date of delivery confirming that the Vessel is not blacklisted by any nation or organization. 8) A letter of confirmation from the Seller dated the date of delivery confirming that the Vessel has not touched bottom or suffered any underwater damages so as to affect her Class since the Vessel underwent her last dry-docking until delivery. 9) Commercial invoice in two originals relating to the purchase and containing a description of the Vessel from the Vessel's registry or other official evidence of deletion appropriate and Purchase Price. 10) Commercial invoice in two originals relating to the Vessel's registry at the time quantities and unit cost of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22remaining unused lubricating oils. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships

Documentation. The place of closing: New York, USA London In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: (a) Resolution of the Board of the Sellers permitting the sale. (b) Legal Bill Xxxx of Sale in a form recordable in the Marsxxxx IslandsBahamas (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised by the consul of such country or other competent authority. b(c) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. (d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. (e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. (f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatesClassification certificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which that are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which that may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books ’s logbooks but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Ocean Resources Inc)

Documentation. The place of closing: New YorkHamburg, USA In Germany In- exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:; a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register-the Vessel), warranting that the Vexxxx xx Vessel-is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may may-reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Oceanfreight Inc.)

Documentation. The place of closing: New York, USA to be agreed In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:: all reasonably, as per normal practice, required documents for the vessel’s legal transfer of Ownership and new registry. Same to be mutually agreed and placed in an Addendum to them. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Original Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest to be provided within 4 30 days after delivery of the vessel. However the Sellers shall provide a letter of undertaking to delete at time of delivery (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of After delivery the Sellers shall forward hand to the Buyers all plans, instruction books as they are onboard. the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers undertake to forward to the Buyers at the Buyers’ expense and risk, as soon as possible all plans/books/drawings etc. in their possesion ashore. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (PLM Equipment Growth & Income Fund Vii)

Documentation. The place of closing: New YorkFirst Business bank, USA In exchange Shipping Branch Piraeus. The Vessel shall be delivered and the purchased price paid against Protocol of Delivery signed by both the Sellers and the Buyers, Xxxx of Sale and all other normal delivery documents reasonably required for payment Buyers’. Vessel’s legal transfer of title and registration of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:Vessel under Buyers’ indented flag. Such documents to be listed in an Addendum to this MOA which both parties to endeavour to be agreed/issued as soonest as possible. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Copy of the Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, delivery or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a A written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers Xxxxx promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of samesame at Buyers account.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (FreeSeas Inc.)

Documentation. The place of closing: New York, USA Nordea Bank Finland Plc — London Branch or Copenhagen Branch. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in The Republic of the Marsxxxx IslandsXxxxxxxx Islands (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the Buyers financiers or the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 Such request shall be made latest 15 days prior the expected date of delivery. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Diana Containerships Inc.)

Documentation. The place of closing: New York3.1 On Delivery, USA In and in exchange for payment of the Purchase Price paid in accordance with clause 4, the Sellers Seller shall furnish deliver to the Buyers Purchaser a duly executed Bill xx Sale in the form set out in Schedule 1 (the "Bill xx Sale") in respect of all the shares in the Vessel to be transferred to the Purchaser free from all Encumbrances created by the Seller by its own acts. 3.2 In addition to the document referred to in clause 3.1, the Seller and/or Horizon as the case may be, shall provide the Purchaser with delivery documents, namely: a) Legal Bill of Sale the following documents in a form recordable in and substance satisfactory to the Marsxxxx Islands, warranting that the Vexxxx xx free from all encumbrances, mortgages and maritime liens Purchaser before or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion on Delivery of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at Purchaser: (a) copies of minutes of a board meeting of the time Seller approving the termination of deliverythe Charterparty, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery sale of the Vessel to the Purchaser, authorising the execution of a Bill xx Sale in respect of the Vessel and where relevant, any powers of attorney issued pursuant to such meeting and letters from Horizon to the insurers of the Vessel notifying them of the sale of the Vessel to the Purchaser; (b) copies of minutes of a board meeting of Horizon approving the termination of the Sub-Charter, and where relevant any powers of attorney issued pursuant to such meeting; (c) an original letter procured by Horizon from the Sellers owner of the Cammell Laird Shipyard in Birkenhead (the "Shipyard") confirming the release of any lien the Shipyard may have on the Vessel and confirming that any spare parts in the Shipyard belonging to the Buyers. At Vessel and the time Seller have been clearly identified.; (d) a certified copy of delivery the Sellers Deed of Termination and Novation dated 1998, between inter alia the Seller, SHL and Horizon for, inter alia the termination of the Charterparty and the Sub-Charter (the "TERMINATION AGREEMENT"). 3.3 The Purchaser shall hand also deliver to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are Seller on board the Vessel. Other certificates which are on board or before Delivery of the Vessel shall also be handed over to the Buyers Purchaser in terms hereof copies of extracts of minutes of a board meeting of the Purchaser approving the purchase of the Vessel and where relevant, any powers of attorney issued pursuant to such meeting. 3.4 The Purchaser shall not be obliged to complete the purchase of the Vessel in terms of this Agreement unless and until Horizon has become obliged to accept the Sellers are required to retain sameVessel as hirer in terms of the Hire Purchase Agreement entered into in respect of the Vessel between the Purchaser as Owner, in which case Horizon as Hirer and Eagle Geophysical Offshore Inc as Surety dated 1998 (the Buyers to have "HIRE PURCHASE AGREEMENT") and unless all of the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded conditions precedent to the Buyers at their expense. The Sellers may keep obligations of the Vessel's log books but Purchaser to deliver the Buyers to Vessel under the Hire Purchase Agreement have the right to take copies of samebeen fulfilled.

Appears in 1 contract

Samples: Agreement for Sale and Purchase (Eagle Geophysical Inc)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in Xxxxxxxx Islands(the country in which the Marsxxxx IslandsBuyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 72 hours 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also _____________________________________ be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Star Bulk Carriers Corp.)

Documentation. The place of closing: New York, USA London or Piraeus (in Sellers option) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, as described in any attached Addendum to this Agreement namely: a) Legal Bill Xxxx of Sale sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the vessel), warranting that the Vexxxx xx vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued Issued by the competent authorities of the flag state of the Vesselvessel. c) Confirmation of Class issued Issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued Issued by the competent authorities stating that the Vessel vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's vessel’s registry or other official evidence of deletion appropriate to the Vessel's vessel’s registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in In which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.. The vessel HSEOMS, VRP, CAVCP, SOPEP, SSP and SSA will be removed and no copies shall be given to Buyers. Vessel’s CSR will remain on board following delivery under this

Appears in 1 contract

Samples: Memorandum of Agreement (General Maritime Corp / MI)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Bxxx of Sale in a form recordable in Mxxxxxxx Islands (the Marsxxxx Islandscountry in which tho Buyers aro to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 72 hours3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, ,instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Bulk Carriers Corp.)

Documentation. The place of closingdosing: New YorkLondon, USA unless otherwise agreed between Sellers and Buyers. (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Two (2) Legal Bill Bxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers’ Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all mortgages, encumbrances, mortgages taxes and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers’ Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the Singapore flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority or the Sellers to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's ’s Singapore registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s Singapore registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered; (vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry; (viii) Commercial Invoice for the Vessel; This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. See Clause 22Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. f(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible and within reasonable time after the date of this Agreement. See Clause 22 ; and (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not at the time of delivery to Buyers black listed by the USA or any European Union nation or under blockade by ITF or the Arab Boycott League; any nation or international organisation. (xiii) The Sellers’: (1) Certificate of Incorporation; (2) ACRA transcript issued within five (5) business days prior to the delivery of the Vessel; (3) copy of Sellers’ Memorandum and Articles of Association; and (4) a certificate of director of the Sellers. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver performance of this Agreement; and;. (ii) Power of Attorney of the Buyers appointing one or more representatives to each other a Protocol act on behalf of Delivery the Buyers in the performance of this Agreement, duly notarially attested and Acceptance legalised or apostilled (as appropriate) (iii) The Buyers’: Certificate of Incorporation and Good Standing confirming the date and time of delivery good standing of the Vessel from Buyers and providing Information on the current Directors of the Buyers together with copy of Buyers’ Articles of Association attached to it, issued within five (5) business days prior to the delivery, duly notarially attested and legalized by apostille (as appropriate) If information on the Directors of the Buyers is not by practice provided in the above Certificate, Buyers to provide Sellers with a separate Certificate of Incumbency, duly notarially attested and legalized by apostille (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than nine (9) (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 1 contract

Samples: Memorandum of Agreement (Euronav NV)

Documentation. (see also additional clause 18) The place of closing: New York, USA In exchange for payment of the payment-of-the-Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrancesencumbrance, mortgages and maritime liens or any other debts or claims [illegible] whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class Glass issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrancesregister encumbrance. e) Certificate of Deletion deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose purchase of registering the Vessel, Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans drawings and manuals etc., which are on board the VesselVessel and in Sellers’ office and/or their possession. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their Buyers expense, if they so request. The Sellers may keep the Vessel's ’ s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Danaos Corp)

Documentation. The place of closing: New York, USA to be agreed In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:: all reasonably, as per normal practice, required documents for the vessel's legal transfer of ownership and new registry. Same to be mutually agreed and placed in an Addendum to them. a) Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Original Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest to be provided within 4 -4 30 days after delivery of the vessel. However the Sellers shall provide a letter of undertaking to delete at time of delivery (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of After delivery the Sellers shall forward hand to the Buyers all plans, instruction books as they are onboard, the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers undertake to forward to the Buyers at the Buyers' expense and risk, as soon as possible all plans/books/drawings etc. in their possesion ashore. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (PLM Equipment Growth & Income Fund Vii)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islands, country in which the Buyers are to register the Vessel) warranting that the Vexxxx xx Vessel to free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially notorially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion deletion of the Vessel from the Vessel's ’s registry or other official registry evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a immediately in written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four4(four) weeks after the Purchase Price has have been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' Seller’s possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. All remaining plans, drawings and instruction manuals in the Sellers’ possession shall be forwarded to the Buyer’s Danish office promptly after delivery. Forwarding charges, if any, shall be for the Buyers’ account.

Appears in 1 contract

Samples: Memorandum of Agreement (Britannia Bulk PLC)

Documentation. The place of closing: New York; London, USA England or Piraeus, Greece in the Buyer’s option In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three originals of a Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel) and which the Buyers should nominate at least 10 running days prior to the delivery of the Vessel, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working 72 two (2) Banking days hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the VesselVessel as well as any such additional documents that the Buyers shall require for the purpose of ascertaining (i) the proper constitution of the Sellers or the Charterer and (ii) that all appropriate corporate and other action has been taken in connection with the authorization and the performance by the Sellers of this Agreement, the novation of the Charter (as provided in clause 19 hereof together with any documents referred therein) and the assignment of the warranty of quality (as provided in clause 18 hereof together with any documents mentioned therein), provided the Buyers notify the Sellers of any such documents as soon as practically possible after the date of this AgreementAgreement and provided further that in relation to the Charterer the Sellers shall use their best endeavours to deliver to the Buyers similar documentation to the one delivered to the Buyers in relation to the Sellers. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., relating to the Vessel and her equipment which are whether or not the same are on board the Vessel. Other certificates (such as the Vessel’s Safety Management Certificate or Metrostar’s document of compliance or the Vessel’s Continuous Synopsis Record and ISPS certificate) which are whether or not the same are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copiesin copies except for the Vessel’s Continuous Synopsis Record which original will remain on board the Vessel following delivery under this Agreement. Other technical documentation which may be in the Sellers' possession (including the specifications of the Vessel as delivered to the Sellers by the Builder and/or the Intermediate Seller, the Vessel’s shipbuilding drawings, equipment manuals, sea trial records, correspondence with the Builder or the Classification Society concerning the Vessel or its equipment (including in relation to claims made or issues arising in connection with the warranty of quality applicable under the Shipbuilding Contract), shall be promptly forwarded to the Buyers at their expense, if they so request. The Vessel’s SMS, Non-Tank VRP, Ship’s Security Plans and Ship’s Security Assessment will be removed and no copies thereof shall be given to the Buyers. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right right, at their expense, to take copies of samesame for a period not going earlier than three (3) months from the date of delivery of the Vessel under this Agreement.

Appears in 1 contract

Samples: Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The place of closing: New York, USA Sellers’ nominated place of closing. Within 5 running days after deposit is lodged the Buyers will make known to Sellers the Documentation required by the intended Flag requirements. Such documents to be agreed in the form of an Addendum which will be incorporated in the MOA. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued leased by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, delivery or, In in the event that the registry does not as on a matter of practice issue such lease each documentation immediately, a written undertaking by the Sellers to effect affect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers Xxxxx promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (FreeSeas Inc.)

Documentation. (See also Clause 19) The place of closing: New YorkAthens, USA Greece In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable in ____________ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered register encumbrances. e) Certificate Recordation of Deletion Bill of Sale evidencing the sale of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after issxxx by the Purchase Price has been paid and the Vessel has been delivered. See Clause 22Marshall Islands registry. f) Any such additional documents as may reasonably xxx xeasonably be required by the competent authorities for the purpose of registering the Vessel, Vessel provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 In addition to the documents above Buyers will furnish Sellers with the following documents: a) Minutes of the Board of Directors resolving the Purchase of the Vessel and acceptance of delivery of the vessel b) Power of Attorney as per the minutes above c) Certificate of Incorporation dated not earlier than thirty (30) days from delivery. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their Sellers' expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Top Tankers Inc.)

Documentation. The place of closing: New YorkOslo, USA Norway (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers' Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers' Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.; f(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

Appears in 1 contract

Samples: Transaction Agreement (Frontline LTD /)

Documentation. The place of closing: New York, USA London or Piraeus (in Sellers option) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, as described in any attached Addendum to this Agreement namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's vessel’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. The vessel HSEOMS, VRP, CAVCP, SOPEP, SSP and SSA will be removed and no copies shall be given to Buyers. Vessel’s CSR will remain on board following delivery under this Agreement. Original SMC and ISSC will be removed but Buyers will have the right to take copies.

Appears in 1 contract

Samples: Memorandum of Agreement (General Maritime Corp / MI)

Documentation. The place of closing: New York, USA Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time. In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall furnish simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in _______ (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be left on board. Other technical documentation which may be in the Sellers' possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

Appears in 1 contract

Samples: Memorandum of Agreement (DryShips Inc.)

Documentation. The place of closing: New York, USA Nordea Bank Finland Plc — London Branch or Copenhagen Branch. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in The Republic of the Marsxxxx IslandsXxxxxxxx Islands (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the Buyers financiers or the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 Such request shall be made latest 15 days prior the expected date of delivery. At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Diana Containerships Inc.)

Documentation. The place of closing: New YorkHong Kong, USA China Documents to be mutually agreed between Buyers and Sellers and to be incorporated as an Addendum to the MOA, but in any case failure to agree documentation shall not be a reason to invalidate the MOA. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, documents namely: a) Legal Bill Xxxx of Sale in a form recordable in _____________ (the Marsxxxx Islandscountry in which the Buyers are) to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul cousul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 the Agreement At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as as-well-as-all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be Be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's Vessels log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (DryShips Inc.)

Documentation. The place of closing: New YorkOffices of Ogilvy Renault, USA In exchange for payment of Bureau 3800, Rxxxx Xxxx Xxxxa, South Tower, 200 Bay Street, Toronto, Ontarxx. Xx xxxxxxxx xxx xxxxxxx xx the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable recordaxxx in Canada (the Marsxxxx Islandscountry in which the Buyers are to register the Vessels), warranting that each of the Vexxxx xx Vessels is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the VesselVessels. c) Confirmation of Class issued within 3 working days 72 hours prior to deliveryclosing in the case of the Voyageur Pioneer. d) Current Certificate issued by the competent authorities stating that each of the Vessel Vessels is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel Vessels from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the VesselVessels. Other certificates which are on board the Vessel Vessels shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's Vessels' log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Rand Logistics, Inc.)

Documentation. The place of closing: New York, USA London or Piraeus (in Sellers option) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, as described in any attached Addendum to this Agreement namely:; a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent compotent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the the-Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other other-official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon seen as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same., if they so

Appears in 1 contract

Samples: Memorandum of Agreement (General Maritime Corp / MI)

Documentation. The place of closing: New YorkCharterer shall obtain, USA In exchange for payment and throughout the Charter Period shall maintain, the documentation of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill of Sale in a form recordable Vessel in the Marsxxxx IslandsOwner Trustee’s name under the laws and flag of the Applicable Country, warranting all at the Charterer’s expense. It is understood that, although the Vessel is presently documented as set forth in Schedule 1 hereto, the Charterer shall have the right at any time, and on more than one occasion, subsequent to one year after the commencement of the Basic Term, at the expense of the Charterer and so long as no Event of Default shall have occurred and be continuing, to cause the Owner Trustee to change the documentation of the Vessel to that of an Applicable Country other than the Vexxxx xx free from all encumbrancesUnited States of America if (i) the Owner Trustee and the Indenture Trustee shall have consented thereto (which consent shall not be unreasonably withheld) and if the Charterer shall deliver to the Owner Participant, mortgages the Owner Trustee and maritime liens or any the Indenture Trustee an Opinion of Counsel (for which purpose such counsel may rely upon an opinion of local counsel in such other debts or claims whatsoever, duly notarially attested and legalized by Applicable Country as to the consul law of such country Applicable Country), in form and substance satisfactory to the Owner Trustee, the Owner Participant and the Indenture Trustee, to the effect that (w) the laws of such other Applicable Country will recognize the Owner Trustee’s title to the Vessel and will give effect to the priority of the lien of the Mortgage substantially to the same extent as under the laws of the United States of America and such Mortgage will be enforceable under subsections K, L, M, and N of the Ship Mortgage Act, 1920, as amended, (x) the terms of this Charter and the Indenture (including, without limitation, the governing law provisions thereof) are legal, valid and binding and enforceable in such Applicable Country, (y) it is not necessary for the Owner Trustee, the Owner Participant, the Indenture Trustee or the Loan Participants to register or qualify to do business in such Applicable Country and (z) any recordation, filing or other competent authority. b) Current Certificate of Ownership issued by action required to perfect the competent authorities lien of the flag state Indenture and the Mortgage has been accomplished (specifying the same) or no such action is required and that all filing and recording fees and taxes required to be paid in connection with such recordation, filing or other action or redocumentation of the Vessel have been paid, (ii) all necessary governmental approvals have been obtained, including, without limitation, any approvals required under Section 9 of the Shipping Act, 1916, as amended, and (iii) the Charterer shall have provided assurances reasonably satisfactory to the Owner Trustee and the Owner Participant that such change of documentation will not result in the imposition of, or increase the amount of, any tax on the Owner Trustee or the Owner Participant for which the Charterer is not required to indemnify the Owner Trustee or the Owner Participant under the Tax Indemnification Agreement or Section 13.2 of the Participation Agreement. The Owner Trustee and the Indenture Trustee will execute such documents and furnish such information as the Charterer may reasonably require to enable the Charterer to obtain and maintain such documentation and the preferred status of the Mortgage and to permit to Charterer to change the documentation of the Vessel to that of another Applicable Country as provided herein; it being understood that all costs incurred in connection with such change of documentation of the Vessel shall be for the account of the Charterer. Neither the Owner Trustee nor the Charterer, without the prior written consent of the other, will do, suffer or permit to be done anything which can or might injuriously affect the documentation of, or title to, the Vessel under the laws of the Applicable Country. Except as set forth above, the Owner Trustee will not change country of documentation or the port of documentation of the Vessel. c) Confirmation . The Charterer represents and warrants that during such part of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that Charter Period as the Vessel is free from registered encumbrances. e) Certificate of Deletion documented under the laws and flag of the Vessel from the Vessel's registry or other official evidence United States of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as America it will be a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery “citizen of the Vessel SEA-LAND XXXXXXX Xxxxxx Xxxxxx” under Section 2 of the Shipping Act, 1916, as amended from time to time and within the Sellers meaning of Section 905(c) (as it applies to Title VI) of the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) Xxxxxxxx Xxx, 0000, as well as all plans, instruction books, maintenance records etcamended., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Bareboat Charter Party (Horizon Lines Ventures, LLC)

Documentation. The place of closing: New YorkPiraeus, USA Greece In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsDocuments, namely:: See attached Documentation List a) Legal Bill Bxxx of Sale in a form recordable recordable-in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by by-the competent authorities of the of-the-flag state of the The Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not not-as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so Request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Oceanfreight Inc.)

Documentation. The place of closing: New York, USA London or Piraeus (in Sellers option) In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, as described in any attached Addendum to this Agreement namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens lions or any other debts or claims whatsoever, duly notarially notarlally attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same., if they so

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (General Maritime Corp / MI)

Documentation. The place of closing: New YorkDeutsche Schiffsbank AG offices, USA 0-0 Xx. Xxxxx’x Xxxxx, Xxxxxx XX0X 0XX, Tel: +44/207/000 0000, Fax: +44/207/000 0000, e-mail: xxx.xxxxxx@xxxxxxxxxxx.xxx In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in the Marsxxxx Islandsappropriate registry (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authorityauthority or apostilled. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be Sellers will provide Buyers with all reasonable documentation required by the competent authorities for the purpose of registering the Vessel, provided vessel. Such list of documentation is to be mutually agreed upon and incorporated into the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the MOA .or if not agreed at time of delivery signing the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers MOA it will form an addendum to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.MOA;

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Oceanfreight Inc.)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Bxxx of Sale in a form recordable in Mxxxxxxx Islands (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 72 hours3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also ________________________________ be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Bulk Carriers Corp.)

Documentation. The place of closing: New York, USA In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Legal Bill Xxxx of Sale in a form recordable in the Marsxxxx Xxxxxxxx Islands, warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement for Sale and Purchase of Ships (Star Maritime Acquisition Corp.)

Documentation. The place of closing: New YorkALPHA BANK, USA Piraeus Shipping Branch In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, which are usually required for the re-registration of the Vessel under Buyers’ intended flag/registry; such documentation is to be incorporated in an Addendum to this agreement. However the preparation and signing of this Addendum will not delay the signing of this Agreement namely: a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages morlgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the the-flag state state-of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrancesoncumbrarises. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the the-purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same. Also, at the time of delivery, the Sellers are to hand to the Buyers’ representatives a complete set of manuals in English relative to the main engine/auxiliaries in addition to all other existing manuals/instruction books/plans and main engine, generators previous overhaul reports and copies of the last oil record book.

Appears in 1 contract

Samples: Memorandum of Agreement (Alma Maritime LTD)

Documentation. The place of closing: New York, USA [ ] (a) In exchange for payment of the Purchase Price the Sellers shall furnish provide the Buyers with the following delivery documents, namely: a(i) Legal Bill Xxxx(s) of Sale in a form recordable in the Marsxxxx IslandsBuyers' Nominated Flag State, warranting transferring title of the Vessel and stating that the Vexxxx xx Vessel is free from all encumbrancesmortgages, mortgages encumbrances and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized legalised or apostilled, as required by the consul Buyers' Nominated Flag State; (ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of such country this Agreement; (iii) Power of Attorney of the Sellers appointing one or other competent authority.more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate); b(iv) Current Certificate or Transcript of Ownership Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers' ownership of the Vessel. c) Confirmation of Class issued within 3 working days prior to delivery. d) Current Certificate issued by the competent authorities stating Vessel and that the Vessel is free from registered encumbrances.encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel; e(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation; (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish provide a Certificate certificate or other official evidence of deletion to the Buyers promptly and latest within 4 four (four4) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22.; f(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel's registry; (viii) Commercial Invoice for the Vessel; (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases; (x) A copy of the Sellers' letter to their satellite communication provider cancelling the Vessel's communications contract which is to be sent immediately after delivery of the Vessel; (xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 ; and (xii) The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation. (b) At the time of delivery the Buyers shall provide the Sellers with: (i) Evidence that all necessary corporate, shareholder and Sellers shall sign other action has been taken by the Buyers to authorise the execution, delivery and deliver to each other a Protocol performance of Delivery and Acceptance confirming the date and time this Agreement; and (ii) Power of delivery Attorney of the Vessel from Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate). (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language. (d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Subclause (a) and Sub-clause (b) above for review and comment by the other party not later than [ ] (state number of days), or if left blank, nine (9) days prior to the Vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. (e) Concurrent with the Buyers. At the time exchange of delivery documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction booksdrawings and manuals, maintenance records etc.(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. . (f) Other technical documentation which may be in the Sellers' possession shall promptly after delivery be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. (g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. (h) Is up to the parties to choose whether jointly entrust Tianjin Dongjiang Shipping Exchange Co., Ltd. as their full agent for the delivery of the Vessel, and shall issue the corresponding Power of Attorney to the Company days before the delivery of the Vessel.

Appears in 1 contract

Samples: Memorandum of Agreement

Documentation. The place of closing/exchange of delivery documentation: New YorkThe Sellers nominated place in Istanbul, USA Turkey. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with the agreed delivery documentsdocuments as per Addendum No. 1 attached hereto., namely: a) Legal Bill Bxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to of the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation including all plans/instruction books on board at time of delivery and all other plans/instruction books which are ashore which may be in the Sellers' possession and same shall be promptly forwarded to the Buyers office at their expense, within 3 (three) working days from the date of vessels delivery, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Quintana Maritime LTD)

Documentation. The place of closing: New York, USA Sellers nominated place in Piraeus. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documentsdocuments to be mutually agreed. , namely:. a) Legal Bill Xxxx of Sale in a form recordable in (the Marsxxxx Islandscountry in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificatescertificate(s) as well as all plans, instruction books, maintenance records plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's ’s log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Britannia Bulk PLC)

Documentation. The place of closing: New YorkAthens, USA Greece. In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely: a) Three (3) originals of a Legal Bill Xxxx of Sale in a form recordable in the Marsxxxx IslandsRepublic of the Xxxxxxxx Islands (the country in which the Buyers are to register the Vessel), warranting that the Vexxxx xx Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested attestedsigned and legalized by the consul of such country countryMarshall Islands Special Agent in Piraeus or other competent authority. b) Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. c) Confirmation of Class issued within 3 working days 72 24 hours prior to delivery. d) Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrancesencumbrances on the date of delivery of the Vessel. e) Certificate of Deletion of the Vessel from the Vessel's ’s registry or other official evidence of This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document. deletion appropriate to the Vessel's ’s registry at the time of delivery, or, In in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's ’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. See Clause 22. f) Any such additional documents as may reasonably be required by The Charter and the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. See Clause 22 At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers. At the time of delivery the Sellers shall hand to the Buyers the classification certificates) as well as all plans, instruction books, maintenance records etcNovation Agreement duly executed., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.

Appears in 1 contract

Samples: Memorandum of Agreement (Alma Maritime LTD)

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