Purchase Price and Deposit 4.1 The total purchase price for all the Vessels is USD 980,000,000 (United States Dollars Nine Hundred and Eighty Million) (the “Purchase Price”). 4.2 The allocated purchase price for each of the Vessels is set out in Appendix 2 (each, an “Allocated Purchase Price”). 4.3 As security for the correct fulfilment of this Agreement Euronav shall pay on its own behalf and on behalf of the Acceding Buyers a deposit of 10% (ten per cent) of the Purchase Price, equal to USD 98,000,000 (United States Dollars Ninety Eight Million) (the “Deposit”). The Deposit shall be paid to the Escrow Bank as follows: (i) Euronav shall transfer USD 88,000,000 (United States Dollars Eighty Eight Million) to the Escrow Bank no later than 17 January 2014, 1700 hours London time and (ii) following confirmation of receipt of USD 88,000,000 by the Escrow Bank to the Sellers, the Sellers shall transfer USD 10,000,000 (United States Dollars Ten Million) to the Escrow Bank (being the amount that the Sellers have received in accordance with the Letter Agreement) (the “Deposit Date”). This Deposit shall be placed as Escrow Funds with the Escrow Bank and held by it in an account in the name of the Sellers in accordance with an Escrow Agreement between the Sellers, the Buyers and the Escrow Bank in such form as may reasonably be required by the Escrow Bank and the Parties and the relevant part of the Deposit (being 10% (ten per cent) of the Allocated Purchase Price for that Vessel, each an “Allocated Deposit”) is to be released upon the Buyers and Sellers signing a protocol of delivery and acceptance in respect of that relevant Vessel or released as otherwise provided in this Agreement or the Escrow Agreement. Simultaneously with signing the protocol of delivery and acceptance the Sellers and the Buyers shall also be obliged to sign an Escrow Payment Letter under the Escrow Agreement and thereby releasing the relevant Allocated Deposit. Interest on the Deposit, if any, shall be credited to the Buyers upon delivery of each Vessel by reference to the Allocated Deposit. Any fee charged for holding the Deposit shall be borne equally by the Sellers and the Buyers. 4.4 The remaining part of the Allocated Purchase Price (i.e. 90% (ninety per cent)) for a Vessel plus any other amount due under the relevant MOA shall be paid in full free of bank charges by way of conditional payments using SWIFT messages MT202 and MT199 to the Escrow Bank on delivery of the relevant Vessel or, subject to the consent of the Buyers’ financing bank, 1 (one) Banking Day prior to delivery. 4.5 When the Vessel is in every respect physically ready for delivery in accordance with the terms of the relevant MOA, the Sellers shall give the Buyers a written Notice of Readiness for delivery in accordance with the terms of this Agreement and the relevant MOA. The Buyers shall then take delivery of the Vessel promptly but not later than 3 (three) Banking Days after the date that the Notice of Readiness has been given. The Allocated Deposit shall be released from the Escrow Funds in accordance with Clause 4.3 and paid to the Sellers for the relevant Vessel, and the Buyers and Sellers shall jointly instruct the Escrow Bank to release this amount by sending the Escrow Payment Letter simultaneously with the release of the payment of the remainder of the Allocated Purchase Price by the Buyers. 4.6 The Allocated Purchase Price of each Vessel and any other amounts due from the Buyers to the Sellers under this Agreement or each MOA shall be paid by the Buyers to the Sellers in full without any set-off, counterclaim, deduction or withholding unless such right of set-off, counterclaim, deduction or withholding is specified in this Agreement or the MOA.
Additional Deposit For reasons of administration, the right is reserved to require payment of an Additional Deposit, as shown on the Fees List for the relevant year, as an additional deposit in the case of a pupil whose normal residence is outside the United Kingdom. The Additional Deposit will be retained in the general funds of the School until the Pupil leaves and will be repaid by means of a credit without interest to the final payment of Fees or other sums due to the School on leaving, unless stated otherwise in these terms and conditions. See also Clause 8.7