Common use of Sale of Vessel Clause in Contracts

Sale of Vessel. If the BUILDER terminates this CONTRACT as provided in this Article XI, the BUILDER shall have the full right and power either to complete or not to complete the VESSEL which is the sole property of the BUILDER as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the BUILDER thinks fit without being answerable for any loss or damage. The proceeds received by the BUILDER from the sale shall be applied in addition to the instalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, in payment of all reasonable costs and expenses of the sale of the VESSEL, including interest thereon at five per cent (5%) per annum from the respective date of payment of such costs and expenses aforesaid to the date of sale on account of the BUYER's default. Second, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale. Third, the balance of the proceeds, if any, shall belong to the BUYER, and shall forthwith be paid over to the BUYER by the BUILDER. In the event of the proceeds from the sale together with instalment(s) retained by the BUILDER being insufficient to pay the BUILDER, the BUYER shall be liable for the deficiency and shall pay the same to the BUILDER upon its demand. (End of Article) Hull 2748

Sale of Vessel. If the BUILDER terminates this CONTRACT as provided in this Article XI, the BUILDER shall have the full right and power either to complete or not to complete the VESSEL which is the sole property of the BUILDER as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the BUILDER thinks fit without being answerable for any loss or damage. The proceeds received by the BUILDER from the sale shall be applied in addition to the instalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, in payment of all reasonable costs and expenses of the sale of the VESSEL, including interest thereon at five per cent (5%) per annum from the respective date of payment of such costs and expenses aforesaid to the date of sale on account of the BUYER's default. Second, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale. Third, the balance of the proceeds, if any, shall belong to the BUYER, and shall forthwith be paid over to the BUYER by the BUILDER. In the event of the proceeds from the sale together with instalment(s) retained by the BUILDER being insufficient to pay the BUILDER, the BUYER shall be liable for the deficiency and shall pay the same to the BUILDER upon its demand. (End of Article) Hull 2748)

Sale of Vessel. If the BUILDER terminates this CONTRACT as provided in this Article XI, the BUILDER shall have the full right and power either to complete or not to complete the VESSEL which is the sole property of the BUILDER as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the BUILDER thinks fit without being answerable for any loss or damage. The proceeds received by the BUILDER from the sale shall be applied in addition to the instalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, in payment of all reasonable costs and expenses of the A sale of the VESSELVessel made in pursuance of this Deed, including whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest thereon at five per cent (5%) per annum of any nature whatsoever of Shipowner therein and thereto and shall bar Shipowner its successors and assigns and all persons claiming by through or under them provided such sale is by auction and that nothing herein shall be deemed to derogate from Shipowner's duty to Mortgagee. Nevertheless, the respective date Vessel shall not be sold to any parties who are not lawfully entitled to acquire it. No purchaser shall be bound to inquire whether Mortgagee's power of payment sale has arisen in the manner provided by the Deed and the Statutory Mortgage, whether notice has been given or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof. In case of such sale, Mortgagee shall be entitled, for the purpose of making settlement or payment for the property purchased, to use and apply the Obligations in order that there may be credited against the amount remaining due and unpaid thereon the sums payable out of the net proceeds of such sale to the holder of the Obligations after allowing for the costs and expenses aforesaid to the date expense of sale and other charges. Such purchaser shall be credited, on account of such purchase price, with the BUYER's defaultnet proceeds that shall have been credited upon the Obligations. SecondAt such sale, if the VESSEL has been completed, in Mortgagee or towards satisfaction any holder of the unpaid balance Obligations may bid for and purchase such property, and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor. Mortgagee shall not have any liability to Shipowner in connection with any disposition of the CONTRACT PRICEVessel hereunder, nor shall Shipowner be entitled to which shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of saleany set-off, counterclaim, or if the VESSEL has not been completed, in or towards satisfaction recoupment with respect to any claim of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale. Third, the balance of the proceeds, if any, shall belong to the BUYER, and shall forthwith be paid over to the BUYER by the BUILDER. In the event of the proceeds from the sale together with instalment(s) retained by the BUILDER being insufficient to pay the BUILDER, the BUYER shall be liable for the deficiency and shall pay the same to the BUILDER upon its demand. (End of Article) Hull 2748such a liability.

Sale of Vessel. If the BUILDER terminates this CONTRACT as provided in this Article XICharterer shall not elect to scrap the Vessel, then during the period from the giving of such notice until the Termination Date, the BUILDER Charterer, as agent for the Owner Trustee, shall use its best efforts to obtain bids for the purchase of the Vessel, and SEA-LAND ENTERPRISE the Charterer shall certify to the Owner Trustee the amount of each such bid and the name and address of the party submitting such bid. On the Termination Date (or such later date as the Owner Trustee and the Charterer may mutually agree) the Owner Trustee shall, subject to the Charterer’s obtaining any governmental consents required, sell the Vessel for cash to the bidder who shall have submitted the full right and power either highest bid prior to complete or not to complete the VESSEL which is Termination Date, provided, however, that the sole property purchaser of the BUILDER as it deems fitVessel shall be a Person other than the Charterer, and to sell any Affiliate of the VESSEL at a public Charterer or private sale on such terms and conditions as any successor or assign of the BUILDER thinks fit without being answerable for any loss or damageCharterer. The proceeds received by the BUILDER from the sale shall be applied in addition to the instalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, in payment sales price (net of all reasonable costs and expenses of the sale Owner Trustee and of the VESSEL, including interest thereon Owner Participant) realized at five per cent (5%) per annum from the respective date of payment of such costs and expenses aforesaid sale shall be paid to the date of sale on account of the BUYER's default. SecondOwner Trustee, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which whoever shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from same, and, in addition, on the respective DUE DATE of Termination Date the instalment in default Charterer shall pay to the date of sale. ThirdOwner Trustee, or to whoever shall be entitled to receive the same, the balance of the proceedsamount, if any, by which the Termination Value in respect of the Vessel, computed as of such Payment Date exceeds the sales price of the Vessel, after deducting from such sales price any and all costs and expenses described above. In addition, the Charterer shall belong pay to the BUYEROwner Trustee or to whomever shall be entitled to receive the same, the amount of the Basic Hire payable on such Payment Date (if and shall forthwith be paid over to the BUYER by extent Basic Hire is then being paid in arrears) plus all other Hire then due. If no sale shall occur on the BUILDERdate scheduled therefor as above provided, this Charter will continue in full force and effect. In the event of termination of this Charter pursuant to this Section 12 and the proceeds from the sale together with instalment(s) retained receipt by the BUILDER being insufficient Owner Trustee, or by whoever shall be entitled to receive the same, of all amounts above described as payable, the obligation of the Charterer to pay the BUILDER, the BUYER Basic Hire on each Payment Date shall terminate. The Owner Trustee shall be liable for under no duty to solicit bids (but shall have the deficiency and shall pay right to do so), to inquire into the same efforts of the Charterer to obtain bids or otherwise to take any action or incur any cost or expense in connection with any sale pursuant to this Section 12 other than to transfer or to cause to be transferred to the BUILDER upon its demandpurchaser named in the highest bid certified by the Charterer to the Owner Trustee as above provided all the Owner Trustee’s right, title and interest in and to the Vessel. (End Any sale pursuant to this Section 12 shall be free and clear of Article) Hull 2748the Charterer’s rights to the Vessel and any Owner Encumbrances but otherwise shall be made without any representation, recourse or warranty whatsoever on the part of the Owner Trustee except that the Owner Trustee shall warrant to the purchaser that the Vessel is free and clear of all Owner Encumbrances.

Sale of Vessel. If the BUILDER terminates this CONTRACT as provided in this Article XICharterer shall not elect to scrap the Vessel, then during the period from the giving of such notice until the Termination Date, the BUILDER Charterer, as agent for the Owner Trustee, shall use its best efforts to obtain bids for the purchase of the Vessel, and SEA-LAND PACIFIC the Charterer shall certify to the Owner Trustee the amount of each such bid and the name and address of the party submitting such bid. On the Termination Date (or such later date as the Owner Trustee and the Charterer may mutually agree) the Owner Trustee shall, subject to the Charterer’s obtaining any governmental consents required, sell the Vessel for cash to the bidder who shall have submitted the full right and power either highest bid prior to complete or not to complete the VESSEL which is Termination Date, provided, however, that the sole property purchaser of the BUILDER as it deems fitVessel shall be a Person other than the Charterer, and to sell any Affiliate of the VESSEL at a public Charterer or private sale on such terms and conditions as any successor or assign of the BUILDER thinks fit without being answerable for any loss or damageCharterer. The proceeds received by the BUILDER from the sale shall be applied in addition to the instalment(s) retained by the BUILDER as mentioned hereinabove as follows : - First, in payment sales price (net of all reasonable costs and expenses of the sale Owner Trustee and of the VESSEL, including interest thereon Owner Participant) realized at five per cent (5%) per annum from the respective date of payment of such costs and expenses aforesaid sale shall be paid to the date of sale on account of the BUYER's default. SecondOwner Trustee, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which whoever shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from same, and, in addition, on the respective DUE DATE of Termination Date the instalment in default Charterer shall pay to the date of sale. ThirdOwner Trustee, or to whoever shall be entitled to receive the same, the balance of the proceedsamount, if any, by which the Termination Value in respect of the Vessel, computed as of such Payment Date exceeds the sales price of the Vessel, after deducting from such sales price any and all costs and expenses described above. In addition, the Charterer shall belong pay to the BUYEROwner Trustee or to whomever shall be entitled to receive the same, the amount of the Basic Hire payable on such Payment Date (if and shall forthwith be paid over to the BUYER by extent Basic Hire is then being paid in arrears) plus all other Hire then due. If no sale shall occur on the BUILDERdate scheduled therefor as above provided, this Charter will continue in full force and effect. In the event of termination of this Charter pursuant to this Section 12 and the proceeds from the sale together with instalment(s) retained receipt by the BUILDER being insufficient Owner Trustee, or by whoever shall be entitled to receive the same, of all amounts above described as payable, the obligation of the Charterer to pay the BUILDER, the BUYER Basic Hire on each Payment Date shall terminate. The Owner Trustee shall be liable for under no duty to solicit bids (but shall have the deficiency and shall pay right to do so), to inquire into the same efforts of the Charterer to obtain bids or otherwise to take any action or incure any cost or expense in connection with any sale pursuant to this Section 12 other than to transfer or to cause to be transferred to the BUILDER upon its demandpurchaser named in the highest bid certified by the Charterer to the Owner Trustee as above provided all the Owner Trustee’s right, title and interest in and to the Vessel. (End Any sale pursuant to this Section 12 shall be free and clear of Article) Hull 2748the Charterer’s rights to the Vessel and any Owner Encumbrances but otherwise shall be made without any representation, recourse or warranty whatsoever on the part of the Owner Trustee except that the Owner Trustee shall warrant to the purchaser that the Vessel is free and clear of all Owner Encumbrances.

Sale of Vessel. (a) If the BUILDER Builder terminates this CONTRACT Contract as provided in this Article XI, the BUILDER Builder shall have the full right and power either to construct/complete or not to construct/complete the VESSEL which is Vessel and the sole property of the BUILDER as it deems fit, full right and power either to sell or not to sell the VESSEL at a public Vessel (in its completed or private sale on such terms and conditions uncompleted state, as the BUILDER thinks fit case may be) at any stage. Builder shall have unfettered discretion in exercising any of the rights and power referred to above and Buyer shall not raise any complaint whatsoever in respect of any aspect of Builder’s exercise of such discretion. Builder shall be entitled to construct the Vessel without being answerable engaging any independent construction supervisors or inspectors. If Builder engages such supervisors or inspectors, the costs of such engagement shall form part of the costs of sale which Builder is entitled to recover from Buyer. Irrespective of whether or not Builder intends to construct/complete the Vessel for sale, Builder shall have the right to sell or otherwise dispose of any loss or damage. The of the Buyer’s Supplies to third parties, provided that Builder shall not act unreasonably in doing so and that the proceeds received by the BUILDER from the of sale thereof shall be applied to payment of damages and/or debt to which Builder is entitled. In the event that the Builder decides to sell the Vessel in addition its uncompleted state or to construct/complete and sell it under a shipbuilding contract with a new purchaser, Builder shall be entitled to engage new building brokers to find a suitable purchaser and/or to achieve such sale (whether by way of a new shipbuilding contract or otherwise). All and any money payable to such brokers or lawyers under or in relation to such engagement and/or such sale shall constitute part of the costs of sale which Builder is entitled to recover from Buyer. Builder shall have the right to refuse to sell the Vessel (in its completed or uncompleted state) to Buyer or any company which is owned directly or indirectly as to 30% of its share capital by Buyer or its officers or shareholders. In the event that Builder sells the Vessel as described above, that part of the Contract price for sale of the Vessel which corresponds to the instalment(schanges (if any) retained by made to the BUILDER as mentioned hereinabove as follows : - First, in payment Specifications after the termination of all reasonable costs and expenses the Contract shall be excluded from calculating the proceeds of the sale of the VESSEL, including interest thereon at five per cent (5%) per annum from the respective date of payment of such costs and expenses aforesaid Vessel which are to the date of sale on account of the BUYER's default. Second, if the VESSEL has been completed, in or towards satisfaction of the unpaid balance of the CONTRACT PRICE, to which shall be added the cost of all additional work and extras agreed by the BUYER including interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale, or if the VESSEL has not been completed, in or towards satisfaction of the unpaid amount of the cost incurred by the BUILDER prior to the date of sale on account of construction of the VESSEL, including work, labour, materials and reasonably estimated profit which the BUILDER would have been entitled to receive if the VESSEL had been completed and delivered plus interest thereon at five per cent (5%) per annum from the respective DUE DATE of the instalment in default to the date of sale. Third, the balance of the proceeds, if any, shall belong to the BUYER, and shall forthwith be paid over to the BUYER by the BUILDER. In the event of the proceeds from the sale together with instalment(s) retained by the BUILDER being insufficient to pay the BUILDER, the BUYER shall be liable for the deficiency and shall pay the same to the BUILDER upon its demand. (End of Article) Hull 2748applied as prescribed below.