PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification. 3.2 If any conflict is found to exist between: (i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or (ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or (iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or (iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder. 1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”) 1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway Three, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”). 2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made. 3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute in
Appears in 2 contracts
Samples: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”)
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway Three, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”).
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute in
Appears in 2 contracts
Samples: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”)
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway ThreeFour, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”).
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute inin accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer’s claim, or if the Buyer obtains a final order from the English courts adjudging that all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.
Appears in 2 contracts
Samples: Shipbuilding Contract (NCL CORP Ltd.), Shipbuilding Contract (NCL CORP Ltd.)
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, hand and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”)
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway Three, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”).
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute inthe
Appears in 1 contract
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement compliment and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the First Original Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”)
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway Three, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”).
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute inSIGNATURES
Appears in 1 contract
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.. SCHEDULE 2 (A)
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S 'S ALLOWANCE To: Seahawk One, Ltd., c/o NCL Corporation Ltd., 7000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 For Attention of the General Counsel Date: [insert date] Refund Guarantee No. [insert number/reference] (the “"Guarantee”")
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “"Contract”") and made between Breakaway ThreeSeahawk One, Ltd. Ltd., (the “"Buyer”"), NCL Corporation Ltd. as the Buyer’s guarantor, guarantor and Xxxxx Mxxxx Werft GmbH (the “"Builder”") in relation to the construction of the Builder’s 's Hull [*] (the “"Ship”").
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “"Instalment”") payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder pursuant to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s 's receipt of the Instalment to the date of the Buyer’s 's receipt of the refund of the Reduced Instalment against the Buyer’s 's first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made. Our obligations arising from this Guarantee are reduced automatically by the amount of any payment made by us to the Buyer pursuant to a claim arising from this Guarantee.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s 's entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s 's entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute inin accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer's claim, or if the Buyer obtains a final order from the English courts adjudging that all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.
Appears in 1 contract
Samples: Shipbuilding Contract (Norwegian Cruise Line Holdings Ltd.)
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.. SCHEDULE 2 (A)
1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S 'S ALLOWANCE To: Seahawk Two, Ltd., c/o NCL Corporation Ltd., 7000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx, Xxxxxxx 00000 For Attention of the General Counsel Date: [insert date] Refund Guarantee No. [insert number/reference] (the “"Guarantee”")
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “"Contract”") and made between Breakaway ThreeSeahawk Two, Ltd. Ltd., (the “"Buyer”"), NCL Corporation Ltd. as the Buyer’s guarantor, guarantor and Xxxxx Mxxxx Werft GmbH (the “"Builder”") in relation to the construction of the Builder’s 's Hull [*] (the “"Ship”").
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “"Instalment”") payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder pursuant to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s 's receipt of the Instalment to the date of the Buyer’s 's receipt of the refund of the Reduced Instalment against the Buyer’s 's first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made. Our obligations arising from this Guarantee are reduced automatically by the amount of any payment made by us to the Buyer pursuant to a claim arising from this Guarantee.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s 's entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s 's entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute inin accordance with the Contract. If the Builder subsequently accepts all or any part of the Buyer's claim, or if the Buyer obtains a final order from the English courts adjudging that all or any part of the claim is payable to the Buyer, we will pay the relevant amount to the Buyer (together with interest thereon as provided in Clause 2(i) above) upon our receipt of a certified true copy of a settlement agreement signed on behalf of the Builder and the Buyer or (as the case may be) upon our receipt of a certified true copy of the relevant court order.
Appears in 1 contract
Samples: Shipbuilding Contract (Norwegian Cruise Line Holdings Ltd.)
PRIORITY OF CONTRACT, PLANS AND SPECIFICATION. 3.1 This Contract, the Plans, the Specification and the Appendices are intended to complement compliment and supplement one another. All general language or requirements embodied in the Specification are intended to amplify, explain and implement the requirements of this Contract. The Specification and the Plans are also intended to explain each other, and anything shown in the Plans but not stipulated in the Specification or stipulated in the Specification and not shown in the Plans shall be deemed and considered as if embodied in both. The Appendices are intended to clarify, amplify and supplement the Specification.
3.2 If any conflict is found to exist between:
(i) the provisions of this Contract, on the one hand, and the Specification and/or the Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the provisions of this Contract shall prevail, and in all other respects the Specification and the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because this Contract, on the one hand, and the Specification and/or the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(ii) the provisions of the Specification, on the one hand, and the Plans, on the other hand, then to the extent of such conflict only, the Plans shall be ineffectual, and the provisions of the Specification shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Specification, on the one hand, and the Plans, on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iii) the provisions of the Appendices, on the one hand, and the Specification and/or Plans on the other hand, then to the extent of such conflict only, the Specification and the Plans shall be ineffectual, and the relevant provisions of the Appendices shall prevail, and in all other respects the Specification and the First Original Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because the Appendices, on the one hand, and the Specification and/or Plans on the other hand contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder; or
(iv) a Plan, on the one hand, and another Plan on the other hand, then to the extent of such conflict only, the Plan with the earlier date shall be ineffectual, and the other Plan shall prevail, and in all other respects the Plans shall be and remain in full force and effect provided that to the extent such conflict arises solely because a Plan, on the one hand, and another Plan on the other hand, contain requirements that are in addition to the requirements of the other, then all of such additional requirements shall be fully complied with by the Builder.
. SIGNATURES SIGNED by MR. C VEITCH for and on behalf of SHIP VENTURES INC. SIGNED by TAN SRI KT LIM for and on behalf of ARRASAS LIMITED SIGNED by MR. B MEYER for and on behalf of JOS. L. MEYER GMBH (END OF CONTRACT) FIRST ORIGINAL ADDENDUM NO. 1. FORM OF REFUND GUARANTEE FOR INSTALMENT MINUS RELEVANT BUYER’S ALLOWANCE Refund Guarantee No. [insert number/reference] (the “Guarantee”)
1. We refer to the shipbuilding contract dated as of [insert date] (as amended or supplemented at any time, the “Contract”) and made between Breakaway Three, Ltd. (the “Buyer”), NCL Corporation Ltd. as the Buyer’s guarantor, and Xxxxx Werft GmbH (the “Builder”) in relation to the construction of the Builder’s Hull [*] (the “Ship”).
2. In consideration of the Buyer entering into the Contract and agreeing to accept this Guarantee under Article 8, Clause 2.3 of the Contract as a security for the partial refund of the contract price instalment of € [insert amount of instalment in numbers / words](the “Instalment”) payable under Article 8, Clause 2.1 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract, at the request of the Builder we, [insert name of Refund Guarantor], hereby unconditionally and irrevocably: (i) undertake to pay to the Buyer the amount of € [insert amount in numbers / words], which is the Instalment less the amount of the Buyer’s Allowance payable by the Builder to the Buyer under Article 8, Clause 2.8 [specify relevant Contract section (i)] / [(ii)] / [(iii)] / [(iv)] of the Contract (the “Reduced Instalment”) and interest thereon at the relevant rate (as defined in the Contract) from the date of the Builder’s receipt of the Instalment to the date of the Buyer’s receipt of the refund of the Reduced Instalment against the Buyer’s first written demand (a) specifying the amount claimed by the Buyer in respect of the Reduced Instalment together with interest thereon at the relevant rate (as defined in the Contract), and (b) specifying the account to which the amount demanded should be paid; and (ii) undertake to the Buyer that (a) payment will be made by us forthwith upon our receipt of such simple written demand, without any counterclaim, deductions, set-off, withholdings or any objection whatsoever, and (b) if we are required by law to make any deduction or withholding from any payment to the Buyer under this Guarantee, our payment to the Buyer will be increased by such amount as may be necessary to ensure that, after all of the required deductions and withholdings have been made, the Buyer receives a payment equal to the amount it would have received had no such deductions or withholdings been made.
3. Notwithstanding paragraph 2 above, if, within fifteen (15) running days following our receipt of a written demand from the Buyer, the Builder has (i) confirmed to us by written notice copied to the Buyer (a) that the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, (b) that such dispute does not relate to or arise out of or in connection with the occurrence of any of the circumstances, events or matters affecting the Builder referred to in Article 9, Clause 2.1 (vii) of the Contract, and (c) that the dispute will be resolved in accordance with the Contract, and (ii) delivered to us a copy of a written notice served on the Buyer stating in reasonable detail the grounds upon which the Builder is disputing the Buyer’s entitlement to make a claim under this Guarantee, we shall be entitled to withhold payment under this Guarantee pending settlement of the dispute between the parties or determination of the dispute in
Appears in 1 contract
