Common use of Sales Agency Clause in Contracts

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Ship shall be offered for sale on an "as is where is" basis and for delivery on, or as soon as practical after, termination or expiry of the Lease Period and any contract for its sale shall include terms to the following effect: (a) that all terms, conditions, representations or warranties, expressed or implied by statute or otherwise, whether as to the state or quality of the Ship or as to description, fitness for purpose, merchantable quality, satisfactory quality or otherwise, are, so far as is permitted by law, expressly excluded as between the Lessor and the buyer save in respect of the warranty that the Lessor shall be passing such title to the Ship as the Lessor received from Xxxxx Xxxxx Inc. free from any Lessor's Encumbrances; (b) that, if the proposed sale contract provides for delivery of the Ship by the Lessor, such obligation is conditional upon the Ship first being redelivered to the Lessor; (c) that the purchase moneys shall be paid to the Lessor in full in cash on completion of the sale to the relevant Lessor Proceeds Account and otherwise, where applicable, in accordance with, the provisions of the Proceeds Deed; 3.6.4 if the Net Sale Proceeds exceed the aggregate of: (a) any sums which the Lessor may be entitled to retain in accordance with clauses 3.4.1, 3.4.2 and 3.4.3; and (b) any sums which the Lessor shall be obliged to pay to the Lessee by way of rebate of Rental in accordance with clause 3.4.4 and as determined pursuant to clause 3.4 then, subject to clause 10.4 the Lessor shall promptly pay to the Lessee by way of sales commission, an amount equal to such excess; 3.6.5 the Lessee shall be entitled to delegate its rights and duties under this clause 3.6 to any member of the Lessee Group or to any other person as the Lessor may approve, such approval not to be unreasonably withheld; and 3.6.6 the sales agency rights under this clause shall not apply or shall be terminated if at the time the sales agency appointment would arise or at any time thereafter a Termination Event occurs and is continuing and the Lessor has served a Termination Notice.

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Ship shall be offered for sale on an "as is where is" basis and for delivery on, or as soon as practical after, termination or expiry of the Lease Period and any contract for its sale shall include terms to the following effect: (a) that all terms, conditions, representations or warranties, expressed or implied by statute or otherwise, whether as to the state or quality of the Ship or as to description, fitness for purpose, merchantable quality, satisfactory quality or otherwise, are, so far as is permitted by law, expressly excluded as between the Lessor and the buyer save in respect of the warranty that the Lessor shall be passing such title to the Ship as the Lessor received from Xxxxx Xxxxx Golar Freeze Inc. free from any Lessor's Encumbrances; (b) that, if the proposed sale contract provides for delivery of the Ship by the Lessor, such obligation is conditional upon the Ship first being redelivered to the Lessor; (c) that the purchase moneys shall be paid to the Lessor in full in cash on completion of the sale to the relevant Lessor Proceeds Account and otherwise, where applicable, in accordance with, the provisions of the Proceeds Deed; 3.6.4 if the Net Sale Proceeds exceed the aggregate of: (a) any sums which the Lessor may be entitled to retain in accordance with clauses 3.4.1, 3.4.2 and 3.4.3; and (b) any sums which the Lessor shall be obliged to pay to the Lessee by way of rebate of Rental in accordance with clause 3.4.4 and as determined pursuant to clause 3.4 then, subject to clause 10.4 the Lessor shall promptly pay to the Lessee by way of sales commission, an amount equal to such excess; 3.6.5 the Lessee shall be entitled to delegate its rights and duties under this clause 3.6 to any member of the Lessee Group or to any other person as the Lessor may approve, such approval not to be unreasonably withheld; and 3.6.6 the sales agency rights under this clause shall not apply or shall be terminated if at the time the sales agency appointment would arise or at any time thereafter a Termination Event occurs and is continuing and the Lessor has served a Termination Notice.

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Ship shall be offered for sale on an "as is where is" basis and for delivery on, or as soon as practical after, termination or expiry of the Lease Period and any contract for its sale shall include terms to the following effect: (a) that all terms, conditions, representations or warranties, expressed or implied by statute or otherwise, whether as to the state or quality of the Ship or as to description, fitness for purpose, merchantable quality, satisfactory quality or otherwise, are, so far as is permitted by law, expressly excluded as between the Lessor and the buyer save in respect of the warranty that the Lessor shall be passing such title to the Ship as the Lessor received from Xxxxx Xxxxx Golar Gas Cryogenics Inc. free from any Lessor's Encumbrances; (b) that, if the proposed sale contract provides for delivery of the Ship by the Lessor, such obligation is conditional upon the Ship first being redelivered to the Lessor; (c) that the purchase moneys shall be paid to the Lessor in full in cash on completion of the sale to the relevant Lessor Proceeds Account and otherwise, where applicable, in accordance with, the provisions of the Proceeds Deed; 3.6.4 if the Net Sale Proceeds exceed the aggregate of: (a) any sums which the Lessor may be entitled to retain in accordance with clauses 3.4.1, 3.4.2 and 3.4.3; and (b) any sums which the Lessor shall be obliged to pay to the Lessee by way of rebate of Rental in accordance with clause 3.4.4 and as determined pursuant to clause 3.4 then, subject to clause 10.4 the Lessor shall promptly pay to the Lessee by way of sales commission, an amount equal to such excess; 3.6.5 the Lessee shall be entitled to delegate its rights and duties under this clause 3.6 to any member of the Lessee Group or to any other person as the Lessor may approve, such approval not to be unreasonably withheld; and 3.6.6 the sales agency rights under this clause shall not apply or shall be terminated if at the time the sales agency appointment would arise or at any time thereafter a Termination Event occurs and is continuing and the Lessor has served a Termination Notice.

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Ship shall be offered for sale on an "as is where is" basis and for delivery on, or as soon as practical after, termination or expiry of the Lease Period and any contract for its sale shall include terms to the following effect: (a) that all terms, conditions, representations or warranties, expressed or implied by statute or otherwise, whether as to the state or quality of the Ship or as to description, fitness for purpose, merchantable quality, satisfactory quality or otherwise, are, so far as is permitted by law, expressly excluded as between the Lessor and the buyer save in respect of the warranty that the Lessor shall be passing such title to the Ship as the Lessor received from Xxxxx Xxxxx Golar Khannur Inc. free from any Lessorxxxx xxx Xxxxor's Encumbrances; (b) that, if the proposed sale contract provides for delivery of the Ship by the Lessor, such obligation is conditional upon the Ship first being redelivered to the Lessor; (c) that the purchase moneys shall be paid to the Lessor in full in cash on completion of the sale to the relevant Lessor Proceeds Account and otherwise, where applicable, in accordance with, the provisions of the Proceeds Deed; 3.6.4 if the Net Sale Proceeds exceed the aggregate of: (a) any sums which the Lessor may be entitled to retain in accordance with clauses 3.4.1, 3.4.2 and 3.4.3; and (b) any sums which the Lessor shall be obliged to pay to the Lessee by way of rebate of Rental in accordance with clause 3.4.4 and as determined pursuant to clause 3.4 then, subject to clause 10.4 the Lessor shall promptly pay to the Lessee by way of sales commission, an amount equal to such excess; 3.6.5 the Lessee shall be entitled to delegate its rights and duties under this clause 3.6 to any member of the Lessee Group or to any other person as the Lessor may approve, such approval not to be unreasonably withheld; and 3.6.6 the sales agency rights under this clause shall not apply or shall be terminated if at the time the sales agency appointment would arise or at any time thereafter a Termination Event occurs and is continuing and the Lessor has served a Termination Notice.

Sales Agency. In respect of any sale of the Ship in accordance with clause 3.4, the Lessor hereby appoints the Lessee (and such appointment shall, without prejudice to clause 3.4.5, constitute a full discharge by the Lessor of its obligation under clause 3.4 to endeavour to sell the Ship) to act as the sole and exclusive agent of the Lessor for the purpose of negotiating the sale of the Ship on the following terms: 3.6.1 the Lessee will (if and to the extent it is permitted to do so under the Proceeds Deed) endeavour to arrange the sale of the Ship for a cash consideration payable by the purchaser in full on completion of such sale in Pounds, Dollars or such other currency as the Lessor may approve (such approval not to be withheld in the case of a currency which is then freely convertible into Pounds) on the best terms (including price) reasonably obtainable on the open market (and in any event for no less than the Tax Written Down Value of the Ship as at the date of such sale) provided that the Ship shall not be sold to: (a) the Lessee or the Sub-Lessee; or (b) any person acting in trust for, as nominee of, as agent, or otherwise as representative of, or on behalf of any of the persons referred to in (a) above, and the Lessee will keep the Lessor informed from time to time of its progress; 3.6.2 the Lessee's authority will not extend to concluding a contract for the sale of the Ship for which the Lessor's specific written authority will be required (which authority shall not be withheld or delayed where (a) the sale complies with the other provisions of this clause 3.6, (b) the resulting Net Sale Proceeds will equal or exceed the Tax Written Down Value as at the proposed date of sale and (c) the aggregate of the Net Sale Proceeds which can be retained by the Lessor pursuant to clauses 3.1 and 3.3 of the Proceeds Deed and the Applicable Security Amount as at the proposed date of sale will exceed the aggregate amount of the Termination Sum and all other amounts owing by the Lessee to the Lessor under this Lease and any amounts due but unpaid under any of the other Lease Documents (including any interest due in respect thereof) as at the proposed date of sale or that, to the extent that either (b) or (c) above do not apply, the Lessee has satisfied the Lessor that the Lessee and/or the Lessee Parent will have adequate financial resources available to enable the Lessee to pay the balance of such aggregate amount to the Lessor in accordance with clause 3.4)); 3.6.3 the Ship shall be offered for sale on an "as is where is" basis and for delivery on, or as soon as practical after, termination or expiry of the Lease Period and any contract for its sale shall include terms to the following effect: (a) that all terms, conditions, representations or warranties, expressed or implied by statute or otherwise, whether as to the state or quality of the Ship or as to description, fitness for purpose, merchantable quality, satisfactory quality or otherwise, are, so far as is permitted by law, expressly excluded as between the Lessor and the buyer save in respect of the warranty that the Lessor shall be passing such title to the Ship as the Lessor received from Xxxxx Xxxxx Xxxx Inc. free from any Lessor's Encumbrances; (b) that, if the proposed sale contract provides for delivery of the Ship by the Lessor, such obligation is conditional upon the Ship first being redelivered to the Lessor; (c) that the purchase moneys shall be paid to the Lessor in full in cash on completion of the sale to the relevant Lessor Proceeds Account and otherwise, where applicable, in accordance with, the provisions of the Proceeds Deed; 3.6.4 if the Net Sale Proceeds exceed the aggregate of: (a) any sums which the Lessor may be entitled to retain in accordance with clauses 3.4.1, 3.4.2 and 3.4.3; and (b) any sums which the Lessor shall be obliged to pay to the Lessee by way of rebate of Rental in accordance with clause 3.4.4 and as determined pursuant to clause 3.4 then, subject to clause 10.4 the Lessor shall promptly pay to the Lessee by way of sales commission, an amount equal to such excess; 3.6.5 the Lessee shall be entitled to delegate its rights and duties under this clause 3.6 to any member of the Lessee Group or to any other person as the Lessor may approve, such approval not to be unreasonably withheld; and 3.6.6 the sales agency rights under this clause shall not apply or shall be terminated if at the time the sales agency appointment would arise or at any time thereafter a Termination Event occurs and is continuing and the Lessor has served a Termination Notice.