Common use of SALE PROVISIONS Clause in Contracts

SALE PROVISIONS. (a) Any sale of the Vessel effected under this Mortgage, whether by foreclosure or otherwise, shall operate to divest all right, title, interest or claim of the Mortgagor in and to the Vessel enforceable by the Mortgagor and by all Persons laying claim to the Vessel through the Mortgagor. (b) In any sale of the Vessel under this Mortgage the purchaser shall not be bound to enquire or to establish whether or not the power of sale has arisen or become exercisable, nor as to the propriety and regularity of such sale, nor shall any such purchaser or purchasers be affected by notice that such sale was or is unnecessary or improper and, notwithstanding any impropriety or irregularity, any such sale shall, as regards the protection of the Vessel and the purchaser's title thereto, be deemed valid and effectual; the only remedy of the Mortgagor in respect of any alleged impropriety or irregularity shall be for damages against or from the Mortgagee. (c) Upon any sale of the Vessel effected under this Mortgage the receipt of the Mortgagee or of the court officer conducting any such sale for the purchase money and any other moneys so paid shall be a full and sufficient discharge to any purchaser and no such purchaser, or his representatives, successors or assigns, after paying such moneys and receiving such receipt, shall be concerned with the application of such moneys to any purpose of this Mortgage or in any manner be answerable for any loss, mis-application or non-application of any such moneys or any part thereof. (d) Upon completion of any non-judicial sale of the Vessel effected under this Mortgage, the Mortgagee shall execute and deliver to the purchaser a good and sufficient instrument in respect of the sale and transfer of the Vessel and for that purpose the Mortgagor hereby irrevocably appoints (coupled with the interest of the Mortgagee in this security) the Mortgagee to be its lawful attorney in its name and stead to execute all instruments and other documents in relation to any such sale PROVIDED ALWAYS that the Mortgagor shall, if so requested by the Mortgagee or any purchaser of the Vessel, confirm any sale by executing and forthwith delivering such instruments as may be designated in any such request.

SALE PROVISIONS. At or prior to the completion of any sale of Remaining Shares pursuant to Section 11(b), Holdco shall: (a) Any sale of the Vessel effected under this Mortgage, whether by foreclosure or otherwise, shall operate to divest all right, title, interest or claim of the Mortgagor in assign and transfer to the Vessel enforceable purchaser the Remaining Shares to be sold and deliver the share certificate(s) representing such Remaining Shares either endorsed in blank or accompanied by the Mortgagor a duly completed, transferable stock power of attorney (with signatures "medallion" guaranteed and together with any other documents required by all Persons laying claim to the Vessel through the Mortgagor.MDA's transfer agent in connection with such purchase); (b) In any sale of do all other things required in order to deliver good and marketable title to the Vessel under this Mortgage Remaining Shares to be sold to the purchaser shall not be bound to enquire or to establish whether or not the power of sale has arisen or become exercisable, nor as to the propriety free and regularity of such sale, nor shall any such purchaser or purchasers be affected by notice that such sale was or is unnecessary or improper and, notwithstanding any impropriety or irregularity, any such sale shall, as regards the protection of the Vessel and the purchaser's title thereto, be deemed valid and effectual; the only remedy of the Mortgagor in respect clear of any alleged impropriety or irregularity shall be for damages against or from the Mortgagee.encumbrances whatsoever; (c) Upon any sale of deliver to the Vessel effected under this Mortgage parties hereto and the receipt of the Mortgagee or of the court officer conducting any such sale for the purchase money and any other moneys so paid purchaser all necessary documents (which documents shall be a full in form and sufficient discharge substance reasonably satisfactory to any purchaser and no such the purchaser, or his representatives, successors or assigns, after paying such moneys and receiving such receipt, shall be concerned ) required to comply fully with the application of such moneys to any purpose intent of this Mortgage or in any manner be answerable for any loss, mis-application or non-application of any such moneys or any part thereof.Option Agreement; and (d) Upon completion of any non-judicial sale of the Vessel effected under this Mortgageif at completion, the Mortgagee Remaining Shares to be sold by Holdco are not free and clear of all encumbrances, the purchaser may, without prejudice to any other rights which it may have, purchase the Remaining Shares from Holdco subject to such encumbrances and, in such event, the purchaser shall, at completion, assume all obligations and liabilities with respect to such encumbrances and the purchase price payable by the purchaser for the Remaining Shares shall execute be satisfied, in whole or in part, as the case may be, by such assumption or payment and deliver the amount so assumed or paid, as determined by the purchaser acting reasonably and upon prior written notice to Holdco, shall be deducted from the purchase price payable to Holdco at completion; provided, however, that if Holdco has given notice to the purchaser a good and sufficient instrument in respect of the sale and transfer of the Vessel and for that purpose the Mortgagor hereby irrevocably appoints (coupled with the interest of the Mortgagee in this security) the Mortgagee to be its lawful attorney in its name and stead to execute all instruments and other documents in relation to it is contesting any such sale PROVIDED ALWAYS that encumbrance in good faith, then the Mortgagor shall, if so requested by the Mortgagee or any purchaser of the Vessel, confirm any sale by executing and forthwith delivering such instruments as may be designated in will not make any such requestpayment until such contest is resolved, unless it is required to do so in accordance with any applicable law.

SALE PROVISIONS. (a) Any sale Seller warrants that the conveyance of the Vessel effected under this Mortgage, whether by foreclosure or otherwise, shall operate to divest all right, title, interest or claim of the Mortgagor in and title to the Vessel enforceable by the Mortgagor Assets shall be good and by all Persons laying claim to the Vessel through the Mortgagorits transfer rightful. All sales are made on an "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS, and SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES, OR AS TO ANY OTHER MATTER WITH RESPECT TO THE ASSETS OR OF ANY INFORMATION FURNISHED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, CONTINGENT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. (b) In any Xxxxx assumes all risks arising out of and subsequent to the sale of Assets hereunder, including risk of loss, upon delivery by Xxxxxx. Upon delivery at Seller's premises set forth in Schedule A and thereafter, Xxxxx shall indemnify and hold harmless Seller from and against any and all liability (including claims based upon strict liability) to any and all persons for injury, sickness or death, or for property damage caused by or related to the Vessel under this Mortgage the purchaser shall not be bound to enquire Assets or to establish by hazardous chemicals or other material in or on them, whether or not due to the power negligence of sale has arisen Seller. Buyer acknowledges that its liability and indemnity obligations under this paragraph shall be without monetary limit to the fullest extent permitted by law. Immediately upon delivery of the Assets, Buyer shall remove all trademarks, names, labels, distinctive markings, and designs and/or other references to Seller appearing on the Assets. At the end of their period of usefulness to Buyer, Buyer shall properly dispose of the Assets, and shall advise any subsequent purchaser or become exercisable, nor other recipient of the Assets as to the propriety terms and regularity conditions of this Contract and Bill of Sale, and shall cause such sale, nor shall any such purchaser or purchasers be affected by notice that such sale was or is unnecessary or improper and, notwithstanding any impropriety or irregularity, any such sale shall, as regards party to execute an agreement with substantially the protection same terms and conditions in favor of both Seller and Buyer prior to releasing possession of the Vessel and the purchaser's title thereto, be deemed valid and effectual; the only remedy of the Mortgagor in respect of any alleged impropriety or irregularity shall be for damages against or from the MortgageeAssets. (c) Upon any sale of the Vessel effected under this Mortgage the receipt of the Mortgagee If Buyer performs dismantling or of the court officer conducting any such sale for the purchase money and any other moneys work on the Assets on premises owned or controlled by Seller, Buyer shall (i) do so paid shall promptly and leave the work area clean and free of litter or refuse; (ii) comply with all applicable laws and regulations including, but not limited to, those relating to workers' compensation and employers' liability insurance; (iii) comply with all of Seller's rules which may be a full imposed from time to time; (iv) procure and sufficient discharge maintain comprehensive public liability insurance in such form, with such companies, and in such amounts satisfactory to any purchaser Seller and no such purchaser, or his representatives, successors or assigns, after paying such moneys and receiving such receipt, shall be concerned with the application deliver evidence of such moneys insurance to any purpose Seller; and (v) if so required in Schedule A, name Seller as additional insured with a waiver of this Mortgage or in any manner be answerable for any loss, mis-application or non-application of any subrogation under such moneys or any part thereofcomprehensive public liability insurance. (d) Upon completion The furnishing of any non-judicial catalog or of any information concerning the Assets by Seller to Buyer before or after the sale shall not be deemed to constitute an offer by Seller, and Seller shall have no obligation or liability therefrom. Any description furnished by Seller or its independent broker was prepared in good faith, but not necessarily by personnel having familiarity or expertise with the Assets. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE ASSETS CONFORM TO THE DESCRIPTION THEREOF IN ANY CATALOG OR OTHER INFORMATION PROVIDED TO BUYER. (e) Seller shall not be liable for any failure to perform hereunder due to commercial impracticability or acts of God, fire, flood, war, sabotage, accident, labor disputes or shortages (whether or not within Seller’s control), laws, ordinances, rules or regulations, difficulty in obtaining material, equipment or transportation, or any other event beyond Seller's reasonable control whether or not similar to the foregoing described events. Seller's liability hereunder shall in all events be limited to the refunding of any payment made to Seller or to the canceling of the Vessel effected under this Mortgageapplicable invoice if payment has not been made. (f) Xxxxx understands and agrees that Seller is not disposing of commercial products normally handled by Seller in its ordinary course of business, and the price paid for the Assets is a consideration in limiting Seller's liability. (g) The consideration set forth above is exclusive of, and Buyer shall be responsible for, all taxes (except for taxes based on income), levies, assessments, and the like arising out of, or in any way connected with, the Mortgagee shall execute and deliver to the purchaser a good and sufficient instrument in respect sale, dismantling, loading, transportation, removal, possession, or use of the sale and transfer of the Vessel and for that purpose the Mortgagor hereby irrevocably appoints (coupled with the interest of the Mortgagee in this security) the Mortgagee to be its lawful attorney in its name and stead to execute all instruments and other documents in relation to any such sale PROVIDED ALWAYS that the Mortgagor shall, if so requested by the Mortgagee or any purchaser of the Vessel, confirm any sale by executing and forthwith delivering such instruments as may be designated in any such requestAssets.