Common use of TERMINATION BY BUILDER Clause in Contracts

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “Builder Termination Event” for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheld), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “Builder Termination Event” "BUILDER TERMINATION EVENT" for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ ' voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheld), ) or (b) a receiver shall be appointed in respect of the whole or a any substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, debts or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “"Builder Termination Event” " for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses clauses 2.1 (i), (ii), (iii), (iv) or (ivv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ ' voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheld), ) or (b) a receiver shall be appointed in respect of the whole or a any substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, debts or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdictiongenerally. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Ship, the Parts, and in the Buyer’s 's Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contractclause 1. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “Builder Termination Event” for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheldwithheld or delayed), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “"Builder Termination Event” " for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ ' voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheldwithheld or delayed), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s 's business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s 's Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s 's Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s 's Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s 's costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s 's proved loss directly resulting from the Buyer’s 's default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “Builder Termination Event” for the purposes of this Contract: (i) if, without due cause, if the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), ) or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen ten (1510) working days Working Days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, if the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three two (32) working days Working Days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity compliance with this Contract, the Plans and the Specification; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheld), ) or (b) a receiver shall be appointed in respect of the whole or a any substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, debts or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or it shall become or shall be declared insolvent under any applicable law or (g) the Buyer defaults the loan agreement relating to the purchase of the Ship for reasons not attributable to the Builder as a result of which the Buyer’s financiers terminate their commitment to finance the Ship unless the relevant financing arrangements are reconstituted in a manner reasonably acceptable to the Builder within thirty (30) days or (h) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (hi) the whole or a any substantial part of the Buyer’s business and assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (ij) anything analogous to the Buyer’s Performance Guarantee or having a substantially the security thereby given is or becomes wholly or partially invalid, ineffective or unenforceable or the Buyer’s Guarantor becomes insolvent or enters into proceedings similar effect to any of the events specified those referred to in any of paragraphs (a) to (hf) shall occur under of this Clause 1.1(iii) and the laws Buyer is unable to propose a substitute guarantee and / or guarantor acceptable to the Builder (such acceptance not to be unreasonably withheld) within ten (10) Working Days after the receipt by the Buyer of a written notice from the Builder requiring replacement of the Buyer’s Guarantor; or (iv) if the Buyer commits a material breach of any applicable jurisdictionof its material obligations under this Contract and fails to remedy any such breach within 60 (sixty) days after receipt of written notice from the Builder requesting remedial action. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by written notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, termination shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3Clauses 1.4 and 1.5) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, it may in its free discretion decide either to complete or not to complete the Ship and thereafter the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply . 1.4 If the Builder elects to sell the Ship in its completed state the proceeds of sale (after deducting received by the necessary expenses of sale including the reasonable costs of completing the Ship for sale) Builder, and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors Subcontractors or sold by any of them, shall be applied as follows: (i) firstly, in satisfaction payment of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the all unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts instalments of the Contract Price which is required to reimburse as at the Builder’s costs date of termination together with interest thereon at the building work up Relevant Rate from the respective due dates for payment thereof to the cessation date of such workapplication; (ii) secondly, and (c) all in payment of any other amounts payable by the Buyer to the Builder under the express provisions of this Contract as at the date of terminationtermination together with interest thereon at the Relevant Rate from the respective due dates for payment thereof to the date of application; (iii) thirdly, in payment of the Builder’s loss of profit being the proved difference (if any) between the profit that the Builder could reasonably have expected to earn if the Contract had not been terminated and the profit actually earned from the sale of the Ship in its completed state; and (iv) finally, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i), (ii) and (iii) of this Clause 1.4, the difference shall be paid by the Buyer to the Builder. 1.5 If the Builder elects to sell the Ship in its incomplete state the proceeds of sale received by the Builder, and all amounts retained by the Builder under Clause 1.2(ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its Subcontractors or sold by any of them, shall be applied as follows: (i) firstly, in payment of all costs necessarily and reasonably incurred by the Builder in preparing the Ship for sale (to the extent not already covered by the payments referred to in Clause 1.2(ii) above) together with interest thereon at the Relevant Rate; (ii) secondly, in payment of the Builder’s loss of profit being the proved loss directly resulting difference (if any) between the profit that the Builder could reasonably have expected to earn if the Contract had not been terminated and the profit actually earned from the Buyer’s defaultsale of the Ship in its incomplete state; and (iii) thirdlyfinally, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.31.5, the difference shall be paid by the Buyer to the Builder.

TERMINATION BY BUILDER. 1.1 Each of the following events shall be a “Builder Termination Event” for the purposes of this Contract: (i) if, without due cause, the Buyer fails to pay any part of the Contract Price under any of Clauses 2.1 (i), (ii), (iii), or (iv) in Article 8 on the due date for such payment and such failure is not remedied within fifteen (15) working days after the receipt by the Buyer of a written notice from the Builder notifying the Buyer of such failure and requesting remedial action; or (ii) if, without due cause, the Buyer fails to accept delivery of (and pay the balance of the Contract Price for) the Ship within three (3) working days after the Ship and the related Delivery Documents have been duly tendered for delivery by the Builder in conformity with this Contract; or (iii) if any of the following events or circumstances shall occur before the Buyer has accepted delivery of the Ship and paid the balance of the Contract Price (a) a final order shall be made or an effective resolution shall be passed for the winding up of either the Buyer or NCLC (otherwise than by a members’ voluntary winding up for the purpose of an amalgamation or reconstruction on terms previously approved by the Builder, which approval shall not be unreasonably withheldwithheld or delayed), or (b) a receiver shall be appointed in respect of the whole or a substantial part of the undertaking of either the Buyer or NCLC, or (c) either the Buyer or NCLC shall suspend the payment of its debts, or (d) either the Buyer or NCLC shall make an arrangement or composition with its creditors generally or (e) either the Buyer or NCLC shall apply to any court for protection from its creditors generally or (f) either the Buyer or NCLC shall be unable, or shall admit its inability, to pay its debts as they fall due or shall become or shall be declared insolvent under any applicable law or (g) any distress, execution, attachment or other process shall affect the whole or any substantial part of the Buyer’s business and assets and shall remain undischarged for a period exceeding 21 (twenty one) days or (h) the whole or a substantial part of the assets and business of either the Buyer or NCLC shall be subject to Compulsory Acquisition by the Bermudian government or any agency thereof for a period exceeding 30 (thirty) days or (i) anything analogous to or having a substantially similar effect to any of the events specified in (a) to (h) shall occur under the laws of any applicable jurisdiction. 1.2 At any time after a Builder Termination Event shall have occurred and be continuing, the Builder may, by notice to the Buyer, terminate this Contract whereupon: (i) title in the Buyer’s Supplies owned by the Buyer which have been installed or incorporated in the Ship before termination, shall pass to the Builder; and (ii) the Builder shall retain and apply (in the manner provided for in Clause 1.3) all payments previously made by the Buyer to the Builder under this Contract. 1.3 If the Builder terminates this Contract under Clause 1.2, the Builder shall endeavour to obtain the best market price reasonably obtainable for the Ship, the Parts and the Buyer’s Supplies referred to in Clause 1.2 (i) by sale at public auction or tender or private sale, and shall apply the proceeds of sale (after deducting the necessary expenses of sale including the reasonable costs of completing the Ship for sale) and all amounts retained by the Builder under Clause 1.2 (ii) plus a credit for the value of Buyer’s Supplies previously delivered by the Buyer and either retained by the Builder or its subcontractors or sold by any of them, as follows: (i) firstly, in satisfaction of the balance due to the Builder under this Contract being (a) where the Ship is completed in accordance with this Contract and then sold, the unpaid parts of the Contract Price, or (b) where the Ship is sold in an uncompleted state, that proportion of the unpaid parts of the Contract Price which is required to reimburse the Builder’s costs of the building work up to the cessation of such work, and (c) all other amounts payable by the Buyer to the Builder under the provisions of this Contract as at the date of termination; and (ii) secondly, in payment of the Builder’s proved loss directly resulting from the Buyer’s default; and (iii) thirdly, in payment of any remaining balance to the Buyer, provided that if the total of such proceeds of sale, such retained amounts and such credit shall be less than the balance due to the Builder under paragraphs (i) and (ii) of this Clause 1.3, the difference shall be paid by the Buyer to the Builder.amounts