Common use of Total Loss Clause in Contracts

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either: (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's damages and/or replacement and reinstallation of BUYER's supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; or (ii) refund immediately to the BUYER the amount of all instalments paid to the SELLER under this Contract without interest together with recovered amount for BUYER's Supplies onboard, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by telefax of its agreement or disagreement under the terms of (i) and (ii) of this subparagraph. BUYERS’s failure to notify the SELLER shall be construed as a disagreement on the part of the BUYER and this Contract shall be rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of the relevant provisions of this Contract and provisions hereof shall apply.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either:: Shipbuilding Contract Hull No. 0120833 (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’s damages and/or replacement and reinstallation of BUYER's supplies without additional expenses to the BUYER’s supplies, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; or (ii) If due to whatever reasons the parties fail to agree on the above, then the SELLER shall refund immediately to the BUYER the amount of all instalments paid to the SELLER under this Contract without with interest together with recovered amount for BUYER's Supplies onboardat the rate of Four point five percent (4.5%) per annum computed from the respective dates when such sums were received by the SELLER’s bank from the BUYER to the date of remittance by telegraphic transfer of such refund to the BUYER by the SELLER, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty Thirty (30) days after receiving telefax or email notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by letter sent by telefax or email of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event the BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this Contract shall be deemed as rescinded and and/or cancelled and the BUYER shall be entitled to receive the refund as hereinabove provided for in terms of the relevant provisions of this Contract and provisions hereof shall applysub-paragraph (ii).

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either: (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’S damages and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for or the completion of such reconstructionreconstruction and/or repair ; or (ii) if due to whatever reasons the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments installments paid to the SELLER under this Contract without interest together with recovered amount for interests plus the value of the BUYER's Supplies onboard, ’S supplies (if totally lost) whereupon this Contract shall be deemed to be rescinded, cancelled and automatically terminated, all rights, duties, liabilities and other obligations of each of the parties to the other shall terminate forthwith. If , and the parties hereto fail SELLER shall forthwith redeliver to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive BUYER any of the BUYER’s supplies which shall not have become a total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing by letter or telefax, or by telefax telex of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event that BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to shaft receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply.

Total Loss. However, in (A) In cases where the event that the VESSEL new property insured is determined to be an actual totally lost or constructive total lossdestroyed, the SELLER basis of indemnification shall eitherbe: the cost of replacing or reinstating on the same site new property of equal performance and/or capacity or, if such be impossible, its replacement by new property having the nearest equivalent performance and/or capacity to the property lost or damaged Provided always that: (i) By the mutual agreement between work of replacement or reinstatement (which may be carried out upon another site and in any manner suitable to the parties heretorequirements of the insured, proceed in accordance subject to the liability of the company not being thereby increased) must be commenced and carried out with terms reasonable dispatch, otherwise no payment exceeding the market value of this Contract, in which case the amount recovered under said insurance policy property insured immediately before the damage shall be applied to the reconstruction and/or repair of the VESSEL's damages and/or replacement and reinstallation of BUYER's supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; ormade (ii) refund immediately to until expenditure has been incurred by the BUYER insured in replacing or reinstating the property insured, the company shall not be liable for any payment in excess of the amount of all instalments paid to the SELLER under this Contract without interest together with recovered amount for BUYER's Supplies onboard, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply.which would have been payable if these conditions had not been incor- porated herein (iii) In case of any damages these conditions shall be without force or effect if: (a) the insured fails to intimate to the VESSEL company within six (6) months of the date upon which the SELLER shall claim damage occurred (or such further time as the company may in writing allow) their intention to underwriterreplace or reinstate the property insured (b) the insured are unable or unwilling to replace or reinstate the property insured on the same or another site (iv) at the sole option of the company, following commercial and technical appraisal by a representative of the company, the SELLER period referred to in the definition of new property may be extended (on an annual basis from renewal date) subject always to such extension of period being admitted by memorandum to this section. New property shall notify the BUYER of the extent of damage to the VESSEL within mean property purchased no more than seven (7) business days. Within thirty years (30or such extended period as may be approved by the company in writing) days after receiving telefax notice of any damage prior to the VESSEL constituting Defined event, it being expressly agreed that in applying this definition upgrades and enhancements will be taken into account in arriving at an actual or a constructive total lossindemnifiable amount and the age of the property insured. (B) In respect of property insured not provided for in (A) above, the BUYER basis of indemnification shall notify be: the SELLER market value of the property insured immediately before the loss or damage. At the option of the company, the property insured shall be regarded as totally destroyed if the repair costs as defined in writing (1) above, equal or exceed its market value immediately before the damage. The current day purchase price of second-hand/used property of equal performance and/or capacity to the property lost or damaged and of substantially similar condition. Where no similar property is available, market value shall be calculated by telefax deducting from the current new replacement value of its agreement or disagreement under the terms of nearest equivalent property, an amount representing: (i) and 20% (twenty percent) for the first year after the date of purchase and (ii) 10% (ten percent) per year for each succeeding year subject always to a minimum indemnity of this subparagraph. BUYERS’s failure to notify the SELLER shall be construed as a disagreement on the part 40% (forty percent) of the BUYER and this Contract shall be rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms current new replacement value of the relevant provisions of this Contract and provisions hereof shall applynearest equivalent property.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either: (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’s damages and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYERBUYER , provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; or (ii) If due to whatever reasons the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments installments paid to the SELLER under this Contract without interest together with recovered amount for BUYER's Supplies onboard, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by telefax of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event the BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either: (i) By the mutual agreement between the parties hereto, proceed in Date: 46/63 Shipbuilding Contract Hull No. accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's damages VESSEL and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; or (ii) If due to whatever reasons the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments paid to the SELLER under this Contract without with interest together with recovered amount for BUYER's Supplies onboardat the rate of two percent (2%) per annum, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by telefax of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event the BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply.

Total Loss. However, in the event that If there is a total loss or a constructive total loss of the VESSEL is determined prior to be an actual or constructive total lossdelivery thereof, the SELLER BUILDER shall proceed according to the mutual agreement of the parties hereto either: (ia) By the mutual agreement between the parties hereto, proceed to build another vessel in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair place of the VESSEL's damages and/or replacement VESSEL so lost and reinstallation of BUYER's supplies without additional expenses deliver it under this CONTRACT to the BUYER, provided that the parties hereto shall have first agreed in writing as to a reasonable cost and time for the construction of such reasonable extension vessel in place of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstructionlost VESSEL; or (iib) to refund immediately to the BUYER the full amount of all the total sums paid by the BUYER to the BUILDER under the provisions of Paragraph 2 of this Article together with interest thereon at the rate of [***] per annum from the date following the date of receipt by the BUILDER of such pre-delivery instalment(s) to the date of payment by the BUILDER to the BUYER of the refund. If the BUILDER is required to refund to the BUYER the instalments paid by the BUYER to the SELLER under BUILDER as provided in this Contract without interest together with recovered amount for Paragraph, the BUILDER shall return to the BUYER all of the BUYER's Supplies onboard, whereupon this Contract shall be deemed to be cancelled SUPPLIES as stipulated in Article XIII which were not incorporated into the VESSEL and all rights, duties, liabilities and obligations of each of the parties pay to the other shall terminate forthwithBUYER an amount equal to the cost to the BUYER of those supplies incorporated into the VESSEL. If the parties hereto fail to reach such agreement on the reasonable cost and time for the construction of such vessel within two Two (2) months after the VESSEL is determined to be an actual a total loss or constructive total loss, the provisions of sup-paragraph (iib) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by telefax of its agreement or disagreement under the terms of (i) and (ii) of this subparagraph. BUYERS’s failure to notify the SELLER hereinabove shall be construed as a disagreement on the part of the BUYER and this Contract shall be rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of the relevant provisions of this Contract and provisions hereof shall applyapplied.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall eithereither : (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’s damages and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for or the completion of such reconstructionreconstruction and/or repair ; or (ii) If due to whatever reasons the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments installments paid to the SELLER under this Contract without interest together with recovered amount for interests plus the value of the BUYER's Supplies onboard, ’s supplies (if totally lost) whereupon this Contract shall be deemed to be rescinded, cancelled and automatically terminated, all rights, duties, liabilities and other obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which and the SELLER shall claim forthwith redeliver to underwriter, the SELLER shall notify the BUYER any of the extent of damage to the VESSEL within seven (7) business daysBUYER’s supplies which shall not have become a total loss. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing by letter or telefax, or by telefax telex of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event that BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall either: (ii.) By by the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’s damages and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for the completion of such reconstruction; or (ii.) if for whatever reason the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments paid to the SELLER under this Contract without interest together with recovered amount for BUYER's Supplies ’s supplies onboard, whereupon this Contract shall be deemed to be cancelled and all rights, duties, liabilities and obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which the SELLER shall claim to underwriter, the SELLER shall notify the BUYER of the extent of damage to the VESSEL within seven (7) business days. Within thirty (30) days after receiving telefax or email, confirmed in writing, notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing or by telefax or email, confirmed in writing, of its agreement or disagreement under the terms of (i) and (ii) of this subparagraph. BUYERS’s failure In the event the BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply. Once all payments have been made by the Seller to the Buyer in accordance with sub-paragraph 2(b) above the Contract shall be deemed terminated and all future rights and obligations of each of the parties to the other shall cease, whereupon the guarantees provided under this Contract shall be returned.

Total Loss. However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLER shall eithereither : (i) By the mutual agreement between the parties hereto, proceed in accordance with terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to the reconstruction and/or repair of the VESSEL's ’s damages and/or replacement and reinstallation of BUYER's ’s supplies without additional expenses to the BUYER, provided the parties hereto shall have first agreed in writing as to such reasonable extension of the Contract Delivery Date and adjustment of other terms of Date: 13th November, 2013 this Contract including the Original Contract Price as may be necessary for or the completion of such reconstructionreconstruction and/or repair; or (ii) If due to whatever reasons the parties fail to agree on the above, then refund immediately to the BUYER the amount of all instalments installments paid to the SELLER under this Contract without interest together with recovered amount for interests plus the value of the BUYER's Supplies onboard, ’s supplies (if totally lost) whereupon this Contract shall be deemed to be rescinded, cancelled and automatically terminated, all rights, duties, liabilities and other obligations of each of the parties to the other shall terminate forthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, the provisions of sup-paragraph (ii) above shall apply. (iii) In case of any damages to the VESSEL which and the SELLER shall claim forthwith redeliver to underwriter, the SELLER shall notify the BUYER any of the extent of damage to the VESSEL within seven (7) business daysBUYER’s supplies which shall not have become a total loss. Within thirty (30) days after receiving telefax notice of any damage to the VESSEL constituting an actual or a constructive total loss, the BUYER shall notify the SELLER in writing by letter or telefax, or by telefax telex of its agreement or disagreement under this sub-paragraph. In the terms of (i) and (ii) of this subparagraph. BUYERS’s failure event that BUYER fails to so notify the SELLER SELLER, then such failure shall be construed as a disagreement on the part of the BUYER and this BUYER. This Contract shall be deemed as rescinded and cancelled and the BUYER shall be entitled to receive the refund in terms of as hereinabove provided and the relevant provisions of this Contract and provisions hereof shall apply.