Common use of Sales Agency Clause in Contracts

Sales Agency. 2.8.1 In respect of any sale of the Ship to be conducted: (a) following a termination of the leasing of the Ship pursuant to clause 2.5.2(a) or 2.5.2(b) (Voluntary Termination after Delivery) or any deemed voluntary termination of the leasing of the Ship pursuant to clause 24.3; or (b) on the Lease Period End Date; or (c) following any termination of the Lease Period pursuant to clause 18.1 (Termination Rights); or (d) following any termination of the Lease Period pursuant to clause 18.2 (Mandatory Prepayment); the Lessor irrevocably appoints the Lessee to act as the agent of the Lessor for the purpose of negotiating the sale of the Ship on the terms set out in clause 2.7 subject to and upon the limitations set out in clauses 2.8.4 to 2.8.8 and the Lessor agrees that, until termination of such agency pursuant to clause 2.8.3 or 2.8.4, the Lessee shall continue to be empowered to negotiate a sale of the Ship, which shall then be concluded in the manner described in clauses 2.8.6 and 2.8.7. 2.8.2 The appointment of the Lessee as the sales agent of the Lessor shall commence on: (a) the date on which the Lessee notifies the Lessor that it wishes to terminate the leasing of the Ship in accordance with clause 2.2 or 2.5.2; and (b) on the date on which the Lessee is deemed to have exercised its rights of voluntary termination in accordance with clauses 2.5.4 or 2.5.5 following the issue by the Lessor of a notice pursuant to any of clauses 18.2 or 24; and (c) in the case of a termination of the leasing by the Lessor pursuant to clause 18.1, on the date on which the Lessor serves notice on the Lessee pursuant to clause 18.1; and (d) in any other circumstance, on the fourth anniversary of the Delivery Date, and shall terminate on the earlier of (i) the date on which the Net Sale Proceeds are actually and unconditionally received and applied in accordance with clause 2.10 or (ii) the date on which the Lessor terminates the appointment of the Lessee pursuant to clause 2.8.3 below or (iii) in any event, and without any action being required by the Lessor, the fifth anniversary of the Delivery Date. 2.8.3 The Lessor shall be entitled to terminate the sales agency under clause 2.8.1 or, as the case may be, clause 2.8.2 by means of written notification to the Lessee: (a) at any time after notice is given under clause 18.1 or clause 18.2 and in each such case where the Lessee shall have failed to pay to the Lessor the Termination Amount and any other sums then due to the Lessor which are payable by the Lessee pursuant to clause 18.4 and such failure continues unremedied for a period of five (5) Business Days, unless the notice pursuant to 18.1 is given in respect of the occurrence of any of the events referred to in clauses 17.1.9 or 17.1.11 in relation to any of the Lessee or the Guarantor in which case the Lessor shall be entitled to terminate the sales agency with immediate effect; and (b) subject to paragraph (c) below, the date falling six (6) months after the applicable Lease Termination Date, if no sale of the Ship has been completed by that time; and (c) the date falling one day before the fifth anniversary of the Delivery Date, if no sale of the Ship has been completed by that time; whereupon in the case where the Lessee’s sales agency rights have been terminated in accordance with the provisions of this clause 2.8.3, the Lessor shall be entitled to repossess the Ship in accordance with clause 18.5 and the provisions of clause 2.9 shall apply. 2.8.4 The appointment of the Lessee as the Lessor’s sales agent shall be on the basis that the Lessee is the Lessor’s sole and exclusive agent from the date on which it is appointed until 45 days prior to the fifth anniversary of the Delivery Date at which point the Lessee shall continue as agent on a non-exclusive basis and the provisions of clause 2.8.10 shall apply. 2.8.5 The appointment of the Lessee as sales agent will constitute a full discharge by the Lessor of its obligations under clause 18.6 to use reasonable endeavours to sell the Ship for the period while such appointment is continuing. 2.8.6 The Lessee’s authority is limited to the extent that the Lessee is not authorised to sell the Ship or to approve or execute on behalf of the Lessor any document relating to the sale of the Ship for which the Lessor’s specific written authority will be required, which authority will not be unreasonably withheld or delayed where: (a) the sale complies with the provisions of clause 2.7; and (b) the sale price of the Ship exceeds the Tax Written Down Value. 2.8.7 Subject to clause 2.8.6 the Lessor agrees that, at the cost and expense of the Lessee, on reasonable notice it will complete the sale of the Ship and it shall execute any agreement, protocol of delivery and acceptance and/or xxxx of sale for, and any other documentation reasonably requested by the Lessee in respect of, the sale of the Ship which complies with the provisions of clause 2.7. 2.8.8 The Lessee will supply the Lessor with details of any offer received and keep the Lessor fully informed of the status of any negotiations for the sale of the Ship. 2.8.9 The Lessee is entitled to delegate its rights and duties under this clause 2.8 to any Guarantor Group Member without the approval of the Lessor or to such other person as the Lessor may approve, such approval not to be unreasonably withheld or delayed in relation to a first-class independent shipbroker and, in each case, on the basis that no further delegation shall be permitted without the Lessor’s prior written approval. 2.8.10 In the event that by the date falling 45 days prior to the fifth anniversary of the Delivery Date (the “Non-Exclusive Date”), no arrangements have been concluded for the sale of the Ship on or before the Lease Period End Date and, in the opinion of the Lessor, no such arrangements are likely to be concluded, and subject to the sales agency not having terminated earlier under clause 2.8.3 prior to the Non-Exclusive Date, the Lessee will, if so required by the Lessor or the Lessee may, on notice to the Lessor, arrange a public auction of the Ship as soon as reasonably practicable after the Non-Exclusive Date and in any event by no later than the fifth anniversary of the Delivery Date (the “Auction Sale Date”). For the avoidance of doubt, notwithstanding that the Lessee is arranging an auction in accordance with this clause 2.8.10 the Lessee may nevertheless continue as the Lessor’s sales representative to endeavour to arrange for a private treaty sale of the Ship provided the same is completed by the Auction Sale Date and complies with the terms of clauses 2.7 and 2.8. The Lessor and the Lessee or any nominees or designee of either of them may bid at such auction and any sale resulting therefrom shall constitute a sale of the Ship if it otherwise complies with the other provisions of this Agreement

Sales Agency. 2.8.1 In respect of any sale of the Ship to be conducted: (a) following a termination of the leasing of the Ship pursuant to clause 2.5.2(a) or 2.5.2(b) (Voluntary Termination after Delivery) or any deemed voluntary termination of the leasing of the Ship pursuant to clause 24.3; or (b) on the Lease Period End Date; or (c) following any termination of the Lease Period pursuant to clause 18.1 (Termination Rights); or (d) following any termination of the Lease Period pursuant to clause 18.2 (Mandatory Prepayment); the Lessor irrevocably appoints the Lessee to act as the agent of the Lessor for the purpose of negotiating the sale of the Ship on the terms set out in clause 2.7 subject to and upon the limitations set out in clauses 2.8.4 to 2.8.8 and the Lessor agrees that, until termination of such agency pursuant to clause 2.8.3 or 2.8.4, the Lessee shall continue to be empowered to negotiate a sale of the Ship, which shall then be concluded in the manner described in clauses 2.8.6 and 2.8.7. 2.8.2 The appointment of the Lessee as the sales agent of the Lessor shall commence on: (a) the date on which the Lessee notifies the Lessor that it wishes to terminate the leasing of the Ship in accordance with clause 2.2 or 2.5.2; and (b) on the date on which the Lessee is deemed to have exercised its rights of voluntary termination in accordance with clauses 2.5.4 or 2.5.5 following the issue by the Lessor of a notice pursuant to any of clauses 18.2 or 24; and (c) in the case of a termination of the leasing by the Lessor pursuant to clause 18.1, on the date on which the Lessor serves notice on the Lessee pursuant to clause 18.1; and (d) in any other circumstance, on the fourth anniversary of the Delivery Date, and shall terminate on the earlier of (i) the date on which the Net Sale Proceeds are actually and unconditionally received and applied in accordance with clause 2.10 or (ii) the date on which the Lessor terminates the appointment of the Lessee pursuant to clause 2.8.3 below or (iii) in any event, and without any action being required by the Lessor, the fifth anniversary of the Delivery Date. 2.8.3 The Lessor shall be entitled to terminate the sales agency under clause 2.8.1 or, as the case may be, clause 2.8.2 by means of written notification to the Lessee: (a) at any time after notice is given under clause 18.1 or clause 18.2 and in each such case where the Lessee shall have failed to pay to the Lessor the Termination Amount and any other sums then due to the Lessor which are payable by the Lessee pursuant to clause 18.4 and such failure continues unremedied for a period of five (5) Business Days, unless the notice pursuant to 18.1 is given in respect of the occurrence of any of the events referred to in clauses 17.1.9 or 17.1.11 in relation to any of the Lessee or the Guarantor in which case the Lessor shall be entitled to terminate the sales agency with immediate effect; and (b) subject to paragraph (c) below, the date falling six (6) months after the applicable Lease Termination Date, if no sale of the Ship has been completed by that time; and (c) the date falling one day before the fifth anniversary of the Delivery Date, if no sale of the Ship has been completed by that time; whereupon in the case where the Lessee’s sales agency rights have been terminated in accordance with the provisions of this clause 2.8.3, the Lessor shall be entitled to repossess the Ship in accordance with clause 18.5 and the provisions of clause 2.9 shall apply. 2.8.4 The appointment of the Lessee as the Lessor’s sales agent shall be on the basis that the Lessee is the Lessor’s sole and exclusive agent from the date on which it is appointed until 45 days prior to the fifth anniversary of the Delivery Date at which point the Lessee shall continue as agent on a non-exclusive basis and the provisions of clause 2.8.10 shall apply. 2.8.5 The appointment of the Lessee as sales agent will constitute a full discharge by the Lessor of its obligations under clause 18.6 to use reasonable endeavours to sell the Ship for the period while such appointment is continuing. 2.8.6 The Lessee’s authority is limited to the extent that the Lessee is not authorised to sell the Ship or to approve or execute on behalf of the Lessor any document relating to the sale of the Ship for which the Lessor’s specific written authority will be required, which authority will not be unreasonably withheld or delayed where: (a) the sale complies with the provisions of clause 2.7; and (b) the sale price of the Ship exceeds the Tax Written Down Value. 2.8.7 Subject to clause 2.8.6 the Lessor agrees that, at the cost and expense of the Lessee, on reasonable notice it will complete the sale of the Ship and it shall execute any agreement, protocol of delivery and acceptance and/or xxxx of sale for, and any other documentation reasonably requested by the Lessee in respect of, the sale of the Ship which complies with the provisions of clause 2.7. 2.8.8 The Lessee will supply the Lessor with details of any offer received and keep the Lessor fully informed of the status of any negotiations for the sale of the Ship. 2.8.9 The Lessee is entitled to delegate its rights and duties under this clause 2.8 to any Guarantor Group Member without the approval of the Lessor or to such other person as the Lessor may approve, such approval not to be unreasonably withheld or delayed in relation to a first-class independent shipbroker and, in each case, on the basis that no further delegation shall be permitted without the Lessor’s prior written approval. 2.8.10 In the event that by the date falling 45 days prior to the fifth anniversary of the Delivery Date (the “Non-Exclusive Date”), no arrangements have been concluded for the sale of the Ship on or before the Lease Period End Date and, in the opinion of the Lessor, no such arrangements are likely to be concluded, and subject to the sales agency not having terminated earlier under clause 2.8.3 prior to the Non-Exclusive Date, the Lessee will, if so required by the Lessor or the Lessee may, on notice to the Lessor, arrange a public auction of the Ship as soon as reasonably practicable after the Non-Exclusive Date and in any event by no later than the fifth anniversary of the Delivery Date (the “Auction Sale Date”). For the avoidance of doubt, notwithstanding that the Lessee is arranging an auction in accordance with this clause 2.8.10 the Lessee may nevertheless continue as the Lessor’s sales representative to endeavour to arrange for a private treaty sale of the Ship provided the same is completed by the Auction Sale Date and complies with the terms of clauses 2.7 and 2.8. The Lessor and the Lessee or any nominees or designee of either of them may bid at such auction and any sale resulting therefrom shall constitute a sale of the Ship if it otherwise complies with the other provisions of this Agreement.