Common use of Effects of Termination or Expiry of this Agreement Clause in Contracts

Effects of Termination or Expiry of this Agreement. (a) If the Manager terminates this Agreement pursuant to Section 10.4(a), the Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for the fee described in Section 8.1, for up to an additional two-year period from the date of termination of this Agreement. (b) If the Company terminates this Agreement pursuant to any of Sections 10.3(e) through 10.3(g), or the Manager terminates this Agreement pursuant to Section 10.4(b) or Section 10.4(c), the Company shall pay to the Manager the Termination Payment in a lump sum amount, payable within 30 days following the date this Agreement terminates. (d) Upon termination of this Agreement for any reason or expiry of this Agreement or upon the Manager otherwise ceasing to manage a Vessel under this Agreement, with respect to the Stores and Equipment provided by the relevant Company Group Member or the Manager, as applicable, the following shall occur: (i) in the case of any Vessel where the necessary Stores and Equipment were provided by the Manager, at the time of delivery of such Vessel to the relevant Company Group Member, the Company or such Company Group Member shall reimburse the Manager for the fair market value (as of the time of such termination, expiry or cessation) of the Stores and Equipment that had been placed on board the Vessel by the Manager, taking into account reasonable wear and tear (such value to be proposed by the Manager and subject to approval by the Company), except that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall use commercially reasonable efforts to sell, re-use or recycle the Stores and Equipment and any compensation received by the Manager in doing so shall be deducted from the amounts to be reimbursed by the Company or such Company Group Member to the Manager; and (ii) in the case of any Vessel where the necessary Stores and Equipment were provided by the relevant Company Group Member, at the time of delivery of such Vessel to such Company Group Member, the Manager shall either, at the Company’s option, (A) return the Vessel with materially the same level and complement of Stores and Equipment as required to continue operating the Vessel in accordance with customary ship operation and practice that a prudent owner of a Vessel such as the Vessel would deem reasonably necessary, taking into account reasonable wear and tear, or (B) pay to the Company or such Company Group Member an amount representing the amount of Stores and Equipment needed to be added to existing levels to satisfy the levels described in subclause (A) above (such amount to be proposed by the Manager and subject to approval by the Company); provided, however, that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall be required to make the payment contemplated in subclause (B) above. Until any of the foregoing events arise, neither any Company Group Member nor the Manager shall have any obligation to each other to account for any diminution in value of the Stores and Equipment.

Effects of Termination or Expiry of this Agreement. (a) If the Company terminates this Agreement pursuant to Sections 10.3(a) through 10.3(e), the Company may purchase the Incentive Shares for $100 at the time of termination. (b) If the Manager terminates this Agreement pursuant to Section 10.4(a), ): (1) the Company may purchase the Incentive Shares for $100 at the time of termination; (2) the Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for Company at the fee described in Section 8.1, Fair Market Fee for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels; and (3) the Omnibus Agreement shall remain in effect and binding on the parties thereto for a two-year period from the date of termination of this Agreement. (bc) If the Company terminates this Agreement pursuant to any of Sections 10.3(e10.3(f) through 10.3(g10.3(h), or the Manager terminates this Agreement pursuant to Section 10.4(b) or Section 10.4(c), the Company Manager or its Affiliates shall pay continue to receive dividends on the Incentive Shares for a period of five (5) years from the date of actual termination of the Agreement, and at the end of such five (5) year period the Incentive Shares shall be surrendered to the Manager Company at no cost to the Termination Payment in a lump sum amount, payable within 30 days following the date this Agreement terminatesCompany. (d) Upon termination of this If the Agreement for any reason or expiry of this Agreement or upon the Manager otherwise ceasing terminates pursuant to manage a Vessel under this Agreement, with respect to the Stores and Equipment provided by the relevant Company Group Member or the Manager, as applicable, the following shall occur: (i) in the case of any Vessel where the necessary Stores and Equipment were provided by the Manager, at the time of delivery of such Vessel to the relevant Company Group MemberSection 10.5, the Company may purchase the Incentive Shares or such Company Group Member shall reimburse the Manager may cause the Company, or its successor, to purchase the Incentive Shares for the fair market value (as of the time of such terminationshares, expiry or cessation) of the Stores and Equipment that had been placed on board the Vessel by the Manager, taking into account reasonable wear and tear (such value which is to be proposed by determined as follows: (1) the Manager and subject the Company shall each select an independent investment bank or other qualified appraiser with the consent of the other, which consent shall not be unreasonably withheld; (2) each such investment bank or other qualified appraiser shall independently determine the fair market value of the Incentive Shares within forty-five (45) days and assuming that the Incentive Shares have a term that ends five years from the earliest date that the Company can cause termination under Section 10.3(g); (3) in determining the fair market value, each investment bank or other qualified appraiser shall: (A) determine the fair market value of the Incentive Shares based on the projected dividends to approval be paid on the Incentive Shares for the relevant period, discounted at a rate of seven (7) percent; (B) value the projected cash flow of the Company; (C) disregard any potential increases or decreases with respect to the number of Vessels owned by the Company unless a written agreement for the purchase or sale of vessels has been approved by the Board of Directors; (D) disregard any impact caused or created by the transaction that results in the Change of Control, including any change in management; and (E) assume that dividends on the Incentive Shares for the relevant period will be the greater of (i) the average dividend paid on the Incentive Shares for the previous five (5) year period; and (ii) the amount of dividends projected to be declared on the Incentive Shares due to any anticipated increased cash flows of the Company); and (4) the purchase price for the Incentive Shares shall equal the average of the two appraisers’ valuations if the Company and the Manager so agree, failing which the matter shall be referred to an arbitrator who shall select one of the two valuations or determine an amount within the range of the two valuations. The fair market value determined under this Section 10.6 is final and binding on the Company and the Manager. (e) Upon lawful termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or their respective officers, directors or employees) except that if such Vessel is the obligation of the Company to be scrapped immediately following pay to the Manager or its Affiliates the amounts accrued but outstanding under Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12.6 shall survive such termination. After a written notice of termination has been given under this Section 10 or upon expiry, the Company may direct the Manager to, at the cost of the Company, undertake any actions reasonably necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to do all other things reasonably necessary to bring the appointment of the Manager to an end at the appropriate time, and the Manager shall comply with all such reasonable directions. Upon termination or expiry or cessationof this Agreement, the Manager shall use commercially reasonable efforts deliver to sell, re-use any new manager or recycle the Stores Company any Books and Equipment and any compensation received Records held by the Manager in doing so under this Agreement and shall be deducted from the amounts to be reimbursed by the Company or execute and deliver such Company Group Member to the Manager; and (ii) in the case of any Vessel where the necessary Stores instruments and Equipment were provided by the relevant Company Group Member, at the time of delivery of do such Vessel to such Company Group Member, the Manager shall either, at the Company’s option, (A) return the Vessel with materially the same level and complement of Stores and Equipment things as required to continue operating the Vessel in accordance with customary ship operation and practice that a prudent owner of a Vessel such as the Vessel would deem may reasonably necessary, taking into account reasonable wear and tear, or (B) pay to the Company or such Company Group Member an amount representing the amount of Stores and Equipment needed to be added to existing levels to satisfy the levels described in subclause (A) above (such amount to be proposed by the Manager and subject to approval by the Company); provided, however, that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall be required to make permit the payment contemplated in subclause (B) above. Until any new manager of the foregoing events arise, neither any Company Group Member nor the Manager shall have any obligation to each other to account for any diminution in value of the Stores and Equipmentassume its responsibilities.

Effects of Termination or Expiry of this Agreement. (a) If the Manager terminates this Agreement pursuant to Section 10.4(a), the Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for the fee described in Section 8.1, for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels. (b) If the Company terminates this Agreement pursuant to any of Sections 10.3(e) through 10.3(g), or the Manager terminates this Agreement pursuant to Section 10.4(b), the Company shall pay to the Manager the Termination Payment in four quarterly installments during the Fiscal Year following the Fiscal Year in which this Agreement is terminated, such installments to be paid on March 31, June 30, September 30 and December 31 of such following Fiscal Year. (c) or If this Agreement terminates pursuant to Section 10.4(c)10.5, the Company shall pay to the Manager the Termination Payment in a lump sum amount, payable within 30 days following the date this Agreement terminates. (d) Upon termination of this Agreement for any reason or expiry of this Agreement or upon the Manager otherwise ceasing to manage a Vessel under this Agreement, with respect to the Stores and Equipment provided by the relevant Company Group Member or the Manager, as applicable, the following shall occur: (i) in the case of any Vessel where the necessary Stores and Equipment were provided by the Manager, at the time of delivery of such Vessel to the relevant Company Group Member, the Company or such Company Group Member shall reimburse the Manager for the fair market value (as of the time of such termination, expiry or cessation) of the Stores and Equipment that had been placed on board the Vessel by the Manager, taking into account reasonable wear and tear (such value to be proposed by the Manager and subject to approval by the Company), except that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall use commercially reasonable efforts to sell, re-use or recycle the Stores and Equipment and any compensation received by the Manager in doing so shall be deducted from the amounts to be reimbursed by the Company or such Company Group Member to the Manager; and (ii) in the case of any Vessel where the necessary Stores and Equipment were provided by the relevant Company Group Member, at the time of delivery of such Vessel to such Company Group Member, the Manager shall either, at the Company’s option, (A) return the Vessel with materially the same level and complement of Stores and Equipment as required to continue operating the Vessel in accordance with customary ship operation and practice that a prudent owner of a Vessel vessel such as the Vessel would deem reasonably necessary, taking into account reasonable wear and tear, or (B) pay to the Company or such Company Group Member an amount representing the amount of Stores and Equipment needed to be added to existing levels to satisfy the levels described in subclause (A) above (such amount to be proposed by the Manager and subject to approval by the Company); provided, however, that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall be required to make the payment contemplated in subclause (B) above. Until any of the foregoing events arise, neither any no Company Group Member nor the Manager shall have any obligation to each other to account for any diminution in value of the Stores and Equipment. (e) Upon termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or their respective officers, directors, employees or Affiliates) except that the obligation of the Company to pay to the Manager or its Affiliates the amounts accrued but outstanding under Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12.4 shall survive such termination. After a written notice of termination has been given under this Section 10 or upon expiry, the Company may direct the Manager to, at the cost of the Company (subject to Section 10.6(d)), undertake any actions reasonably necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to do all other things reasonably necessary to bring the appointment of the Manager to an end at the appropriate time, and the Manager shall promptly comply with all such reasonable directions. Upon termination or expiry of this Agreement, the Manager shall promptly deliver to any new manager or the Company any Books and Records held by the Manager under this Agreement and shall execute and deliver such instruments and do such things as may reasonably be required to permit the new manager of the Company to assume its responsibilities.

Effects of Termination or Expiry of this Agreement. (a) If the Manager terminates this Agreement pursuant to Section 10.4(a), the Company shall have the option to require the Manager to continue to provide Technical Services to the Company, for the fee described in Section 8.1, for up to an additional two-year period from the date of termination of this Agreement, provided that the Manager or any of its Affiliates continues in the business of providing such services to third parties for similar types of vessels. (b) If the Company terminates this Agreement pursuant to any of Sections 10.3(e) through 10.3(g), or the Manager terminates this Agreement pursuant to Section 10.4(b), the Company shall pay to the Manager the Termination Payment in four quarterly installments during the Fiscal Year following the Fiscal Year in which this Agreement is terminated, such installments to be paid on March 31, June 30, September 30 and December 31 of such following Fiscal Year. (c) or If this Agreement terminates pursuant to Section 10.4(c)10.5, the Company shall pay to the Manager the Termination Payment in a lump sum amount, payable within 30 days following the date this Agreement terminates. (d) Upon termination of this Agreement for any reason or expiry of this Agreement or upon the Manager otherwise ceasing to manage a Vessel under this Agreement, with respect to the Stores and Equipment provided by the relevant Company Group Member or the Manager, as applicable, the following shall occur: (i) in the case of any Vessel where the necessary Stores and Equipment were provided by the Manager, at the time of delivery of such Vessel to the relevant Company Group Member, the Company or such Company Group Member shall reimburse the Manager for the fair market value (as of the time of such termination, expiry or cessation) of the Stores and Equipment that had been placed on board the Vessel by the Manager, taking into account reasonable wear and tear (such value to be proposed by the Manager and subject to approval by the Company), except that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall use commercially reasonable efforts to sell, re-use or recycle the Stores and Equipment and any compensation received by the Manager in doing so shall be deducted from the amounts to be reimbursed by the Company or such Company Group Member to the Manager; and (ii) in the case of any Vessel where the necessary Stores and Equipment were provided by the relevant Company Group Member, at the time of delivery of such Vessel to such Company Group Member, the Manager shall either, at the Company’s 's option, (A) return the Vessel with materially the same level and complement of Stores and Equipment as required to continue operating the Vessel in accordance with customary ship operation and practice that a prudent owner of a Vessel vessel such as the Vessel would deem reasonably necessary, taking into account reasonable wear and tear, or (B) pay to the Company or such Company Group Member an amount representing the amount of Stores and Equipment needed to be added to existing levels to satisfy the levels described in subclause (A) above (such amount to be proposed by the Manager and subject to approval by the Company); provided, however, that if such Vessel is to be scrapped immediately following such termination, expiry or cessation, the Manager shall be required to make the payment contemplated in subclause (B) above. Until any of the foregoing events arise, neither any no Company Group Member nor the Manager shall have any obligation to each other to account for any diminution in value of the Stores and Equipment. (e) Upon termination or expiry of this Agreement, this Agreement will be void and there shall be no liability on the part of any Party (or their respective officers, directors, employees or Affiliates) except that the obligation of the Company to pay to the Manager or its Affiliates the amounts accrued but outstanding under Section 8 and the terms and conditions set forth in Sections 9, 10.6 and 12.4 shall survive such termination. After a written notice of termination has been given under this Section 10 or upon expiry, the Company may direct the Manager to, at the cost of the Company (subject to Section 10.6(d)), undertake any actions reasonably necessary to transfer any aspect of the ownership or control of the assets of the Company to the Company or to any nominee of the Company and to do all other things reasonably necessary to bring the appointment of the Manager to an end at the appropriate time, and the Manager shall promptly comply with all such reasonable directions. Upon termination or expiry of this Agreement, the Manager shall promptly deliver to any new manager or the Company any Books and Records held by the Manager under this Agreement and shall execute and deliver such instruments and do such things as may reasonably be required to permit the new manager of the Company to assume its responsibilities.