Witness Witness. By /s/ Siduarth Nair By /s/ Y.D. Park Name: Siduarth Nair Name: Y.D. Park Title: Title: SVP 58 EXHIBIT “A” DEED OF GUARANTEE Date :[ ], 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XX., XXX., Xxxxx, Xxxxx (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, the repayment of the same to the BUYER within thirty (30) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together with interest thereon at the rate of six per cent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three (3) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII of the CONTRACT, the interest rate of refund shall be reduced to four per cent (4%) per annum as provided in Article X.5of the CONTRACT for the periods affected by such delays. The payment by us under this Guarantee shall be made(subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty (30) days after the BUYER’s demand. Refund shall be made to the BUYER by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. Notwithstanding the provisions hereinabove, in the event that within thirty (30) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guarantee. This Guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee shall be returned to us. This Guarantee is valid and effective from the date of this Guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, interpreted and construed in accordance with the laws of England. The undersigned hereby submits to the exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this Guarantee. Very truly yours, This Guarantee has been executed and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] by: and being persons who, in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:
Appears in 3 contracts
Samples: Gener8 Maritime, Inc., Gener8 Maritime, Inc., Gener8 Maritime, Inc.
Witness Witness. By /s/ Siduarth Nair Xxxxxx Xxx By /s/ Y.D. Park S.D. Yoon Name: Siduarth Nair Xxxxxx Xxx Name: Y.D. Park S.D. Yoon Title: General Counsel Title: SVP 58 Deputy General Manager EXHIBIT “A” DEED OF GUARANTEE Date :[ ], 2013 2014 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XXHEAVY INDUSTRIES CO., XXXLTD., XxxxxUlsan, Xxxxx Korea (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 2014 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, the repayment of the same to the BUYER within thirty (30) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together with interest thereon at the rate of six per cent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three (3) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII of the CONTRACT, the interest rate of refund shall be reduced to four per cent (4%) per annum as provided in Article X.5of the CONTRACT for the periods affected by such delays. The payment by us under this Guarantee shall be made(subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty (30) days after the BUYER’s demand. Refund shall be made to the BUYER by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. Notwithstanding the provisions hereinabove, in the event that within thirty (30) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guarantee. This Guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee shall be returned to us. This Guarantee is valid and effective from the date of this Guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, interpreted and construed in accordance with the laws of England. The undersigned hereby submits to the exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this Guarantee. Very truly yours, This Guarantee has been executed and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] by: and being persons who, in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:
Appears in 2 contracts
Samples: Gener8 Maritime, Inc., Gener8 Maritime, Inc.
Witness Witness. By By: /s/ Siduarth Nair By Xxxxx Xxxxx By: /s/ Y.D. Park Name: Siduarth Nair Xxxxx Xxxxx Name: Y.D. Park Title: Analyst Title: SVP 58 S.V.P EXHIBIT “A” DEED LETTER OF GUARANTEE Date :[ ]Letter of Guarantee NO.: Date: , 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XX.Hyundai Samho Heavy Industries Co., XXX.Ltd.. Samho, Xxxxx, Xxxxx Korea (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together only) together with interest thereon at the rate of six per cent (6( %) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three two (32) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6( %) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4( %) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty twenty (3020) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty twenty (3020) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] byBy Name: and being persons whoTitle : 57 EXHIBIT “B” Hyundai Samho Heavy Industries Co., in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:Ltd.
Appears in 1 contract
Witness Witness. By By: /s/ Siduarth Nair By Xxxxxx Xxx By: /s/ Y.D. Park Sung Xxxx Xxxx Name: Siduarth Nair Xxxxxx Xxx Name: Y.D. Park Sung Xxxx Xxxx Title: General Counsel Title: SVP 58 EXHIBIT “A” DEED LETTER OF GUARANTEE Letter of Guarantee NO.: Date :[ ]: March , 2013 2014 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having INC or its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter nominees (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XX., XXX., Xxxxx, Xxxxx HHIC-PHIL INC. (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ]March , 2013 2014 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of one (1) 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. NTP0138 (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] 19,272,100.- (Say U.S. Dollars [ ] only)together Nineteen Million Two Hundred Seventy Two Thousand One Hundred) together with interest thereon at the rate of six per cent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three (3) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] 48,180,250 (Say U.S. Dollars [ ] Forty Eight Million One Hundred Eighty Thousand Two Hundred Fifty only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4%) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty (30) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty (30) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT or rescission or termination of the CONTRACT due to the BUYER’s default in accordance with the CONTRACT and, in either any case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable upon our receipt of your prior written notice and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in By Name : Title : EXHIBIT “B” Messrs. HHIC-XXXX Xxxxx Beach 1, Redondo Peninsula, Sito Agusuhin, Brgy. Cawag, Subic, Zambales, the Philippines Date: [ ] by: and being persons who, in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:March 2014
Appears in 1 contract
Witness Witness. By By: /s/ Siduarth Nair By Xxxxx X. Xxx By: /s/ Y.D. Park Name: Siduarth Nair Xxxxx X. Xxx Name: Y.D. Park Title: Secretary Title: SVP 58 S.V.P EXHIBIT “A” DEED LETTER OF GUARANTEE Letter of Guarantee NO.: Date :[ ]: , 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XXHyundai Xxxxx Xxxxx Xxxxxxxxxx Xx., XXXXxx., Xxxxx, Xxxxx (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together only) together with interest thereon at the rate of six per cent (6( %) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three two (32) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6( %) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4( %) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty twenty (3020) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty twenty (3020) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] byBy Name : and being persons whoTitle: 57 EXHIBIT “B” Hyundai Samho Heavy Industries Co., in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:Ltd.
Appears in 1 contract
Witness Witness. By By: /s/ Siduarth Nair By Xxxxxx Xxx By: /s/ Y.D. Park Sung Xxxx Xxxx Name: Siduarth Nair Xxxxxx Xxx Name: Y.D. Park Sung Xxxx Xxxx Title: General Counsel Title: SVP 58 EXHIBIT “A” DEED LETTER OF GUARANTEE Letter of Guarantee NO.: Date :[ ]: March , 2013 2014 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having INC or its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter nominees (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XX., XXX., Xxxxx, Xxxxx HHIC-PHIL INC. (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ]March , 2013 2014 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of one (1) 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. NTP0137 (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] 19,272,100.- (Say U.S. Dollars [ ] only)together Nineteen Million Two Hundred Seventy Two Thousand One Hundred) together with interest thereon at the rate of six per cent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three (3) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] 48,180,250 (Say U.S. Dollars [ ] Forty Eight Million One Hundred Eighty Thousand Two Hundred Fifty only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4%) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty (30) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty (30) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT or rescission or termination of the CONTRACT due to the BUYER’s default in accordance with the CONTRACT and, in either any case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable upon our receipt of your prior written notice and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in By Name : Title : EXHIBIT “B” Messrs. HHIC-XXXX Xxxxx Beach 1, Redondo Peninsula, Sito Agusuhin, Brgy. Cawag, Subic, Zambales, the Philippines Date: [ ] by: March 2014 Gentlemen, In consideration of your executing a shipbuilding contract (hereinafter called the “CONTRACT”) dated March , 2014 with NAVIG8 CRUDE TANKERS INC or its nominees (hereinafter called the “BUYER”) providing for the design, construction, equipment, launch and delivery of one (1) 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. NTP0137 (hereinafter called the “VESSEL”), and providing, among other things, for payment of the contract price amounting to United States Dollars Ninety Six Million Three Hundred Sixty Thousand Five Hundred only (US$ 96,360,500) for the VESSEL, prior to and upon delivery of the VESSEL, the undersigned, as a primary obligor and not as a merely surety, hereby unconditionally and irrevocably guarantees to you or your successors, the due and faithful performance by the BUYER of all its obligations under the CONTRACT and any supplements, amendments, changes or modifications hereinafter made thereto including but not limited to the prompt payment of the contract price, when due (whether on account of principal, interest or otherwise) by the BUYER to you or your successors under the CONTRACT, notwithstanding any obligation of the BUYER being persons whoor becoming unenforceable by defect in or want of its powers, (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER) and confirms that this guarantee shall be fully applicable to the CONTRACT whether so supplemented, amended, changed or modified and if it shall be assigned by the BUYER in accordance with the laws of that territory, are acting under the authority terms of the company In CONTRACT. This guarantee will expire on the presence of: Witness’s signature: Name (print): Occupation: Address:payment of the DELIVERY installment of the VESSEL as defined in the CONTRACT. The undersigned hereby certifies, represents and warrants that all acts, conditions and things required to be done and performed and to have occurred precedent to the creation and issuance of this guarantee, and to constitute the guarantee the valid and legally binding obligation of the undersigned enforceable in accordance with its terms have been done and performed and have occurred in due and strict compliance with applicable laws. The payment by the undersigned under this guarantee shall be made forthwith within thirty
Appears in 1 contract
Witness Witness. By By: /s/ Siduarth Nair By Xxxxx X. Xxx By: /s/ Y.D. Park Name: Siduarth Nair Xxxxx X. Xxx Name: Y.D. Park Title: Secretary Title: SVP 58 S.V.P. EXHIBIT “A” DEED LETTER OF GUARANTEE Letter of Guarantee NO.: Date :[ ]: , 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XXHyundai Xxxxx Xxxxx Xxxxxxxxxx Xx., XXXXxx., Xxxxx, Xxxxx (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together only) together with interest thereon at the rate of six per cent (6( %) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three two (32) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6( %) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4( %) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty twenty (3020) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty twenty (3020) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] byBy Name : and being persons whoTitle : 57 EXHIBIT “B” Hyundai Samho Heavy Industries Co., in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:Ltd.
Appears in 1 contract
Witness Witness. By /s/ Siduarth Nair By /s/ Y.D. Y. D. Park Name: Siduarth Nair Name: Y.D. Y. D. Park Title: Title: SVP 58 EXHIBIT “A” DEED OF GUARANTEE Date :[ ], 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XX., XXX., Xxxxx, Xxxxx (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, the repayment of the same to the BUYER within thirty (30) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together with interest thereon at the rate of six per cent (6%) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three (3) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6%) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII of the CONTRACT, the interest rate of refund shall be reduced to four per cent (4%) per annum as provided in Article X.5of the CONTRACT for the periods affected by such delays. The payment by us under this Guarantee shall be made(subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty (30) days after the BUYER’s demand. Refund shall be made to the BUYER by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. Notwithstanding the provisions hereinabove, in the event that within thirty (30) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guarantee. This Guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms of the CONTRACT and, in either case, this Guarantee shall be returned to us. This Guarantee is valid and effective from the date of this Guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, interpreted and construed in accordance with the laws of England. The undersigned hereby submits to the exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this Guarantee. Very truly yours, This Guarantee has been executed and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] by: and being persons who, in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:
Appears in 1 contract
Samples: Gener8 Maritime, Inc.
Witness Witness. By By: /s/ Siduarth Nair By Xxxxx Xxxxx By: /s/ Y.D. Y. D. Park Name: Siduarth Nair Xxxxx Xxxxx Name: Y.D. Y. D. Park Title: Analyst Title: SVP 58 S.V.P EXHIBIT “A” DEED LETTER OF GUARANTEE Date :[ ]Letter of Guarantee NO.: Date: , 2013 Gentlemen: We hereby open our irrevocable letter of guarantee number [ ] (this “Guarantee”) in favour of NAVIG8 CRUDE TANKERS INC, a corporation organized and existing under the laws of Xxxxxxxx Islands and having its principal office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960(hereinafter (hereinafter called the “BUYER”) for account of HYUNDAI XXXXX XXXXX XXXXXXXXXX XXHyundai Xxxxx Xxxxx Xxxxxxxxxx Xx., XXXXxx., Xxxxx, Xxxxx (hereinafter called the “BUILDER”) as follows in connection with the shipbuilding contract dated [ ], 2013 (hereinafter called “CONTRACT”) made by and between the BUYER and the BUILDER for the construction of 300,000 DWT Class Crude Oil Carrier having the BUILDER’s Hull No. (hereinafter called the “VESSEL”). If, in connection with the terms of the CONTRACT, whether so supplemented, amended, changed or modified, the BUYER shall become entitled to a refund of the advance payment made to the BUILDER prior to the delivery of the VESSEL, we hereby irrevocably, unconditionally and absolutely guarantee, as primary obligor and not merely as surety, to you, your successors and assignees, irrevocably guarantee the repayment of the same to the BUYER within thirty twenty (3020) days after demand not exceeding US$ [ ] (Say U.S. Dollars [ ] only)together only) together with interest thereon at the rate of six per cent (6( %) per annum from the date following the date of receipt by the BUILDER to the date of remittance by telegraphic transfer of such refund. The amount of this Guarantee guarantee will be automatically increased upon the BUILDER’s receipt of the respective instalment, not more than three two (32) times, each time by the amount of such instalment plus interest thereon as provided in the CONTRACT, but in any eventuality the amount of this Guarantee guarantee shall not exceed the total sum of US$ [ ] (Say U.S. Dollars [ ] only) plus interest thereon at the rate of six per cent (6( %) per annum from the date following the date of the BUILDER’s receipt of each instalment to the date of remittance by telegraphic transfer of the refund. However, in the event of cancellation of the CONTRACT being based on delays due to Force Majeure as provided under Article VIII or other causes beyond the control of the CONTRACTBUILDER, the interest rate of refund shall be reduced to four per cent (4( %) per annum as provided in Article X.5of X of the CONTRACT for the periods affected by such delaysCONTRACT. The payment by us under this Guarantee shall be made(subject This letter of guarantee is available (subject to the third paragraph hereof) against the BUYER’s first written demand and signed statement certifying that the BUYER’s demand for refund has been made in conformity with Article X of the CONTRACT and the BUILDER has failed to make the refund within thirty twenty (3020) days after the BUYERBuyer’s demand. Refund shall be made to the BUYER Buyer by telegraphic transfer in United States Dollars. All payments under this Guarantee shall be made without any set-off or counterclaim and without any deduction or withholding for or on account of any taxes, duties or charges whatsoever unless we are compelled by law to deduct or withhold the same, in which case we shall make the minimum deduction or withholding permitted and will pay to you such additional amounts as may be necessary in order that the net amount received by you after such deduction or withholding shall be equal to the amount which would have been received had no such deduction or withholding been made. In case any refund is made to the BUYER by the BUILDER or by us under this Letter of Guarantee, our liability hereunder shall be automatically reduced by the amount of such refund. It is hereby understood that payment of any interest provided herein is by way of liquidated damages due to cancellation of the CONTRACT and not by way of compensation for use of money. Notwithstanding the provisions hereinabove, in the event that within thirty twenty (3020) days from the date of your claim to the BUILDER referred to above, we receive notification from you or the BUILDER accompanied by written confirmation to the effect that your claim to cancel the CONTRACT or your claim for refundment thereunder has been disputed and referred to arbitration in accordance with the provisions of the CONTRACT, we shall under this Guaranteeguarantee, refund to you the sum adjudged to be due to you by the BUILDER pursuant to the award made under such arbitration, or, if applicable, pursuant to a final court judgment issued in relation thereto, arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award or court judgment, as the case may be. The validity of this Guarantee and our liability under or in connection therewith shall not be discharged, impaired, reduced or in any way affected by any extension of time or other amendment, variation, modification or supplement whatsoever of or to the CONTRACT nor by the giving of any time or any concession granted by you to the BUILDER or any indulgence, waiver or consent on your part in respect of time or any other terms of the CONTRACT, nor by any delay or failure by you in enforcing your rights under or in connection with the CONTRACT, nor by the liquidation, insolvency, bankruptcy, reorganization, amalgamation, reconstruction or analogous proceedings or other financial failure of the BUILDER or any other person, nor by the illegality, invalidity or unenforceability or any defect in the CONTRACT or any provisions thereof, or any repudiation, termination or rescission thereof or any other matter or circumstance which would (but for the provisions of this paragraph) discharge, impair, affect or reduce our liability under or in connection with this Guaranteeaward. This Guarantee letter of guarantee shall become null and void upon receipt by the BUYER of the sum guaranteed hereby together with interest thereon or upon acceptance by the BUYER of the delivery of the VESSEL in accordance with the terms terras of the CONTRACT and, in either case, this Guarantee letter of guarantee shall be returned to us. This Guarantee letter of guarantee is assignable and valid and effective from the date of this Guarantee letter of guarantee until such time as the VESSEL is delivered by the BUILDER to the BUYER in accordance with the provisions of the CONTRACT. However in the event that a dispute in respect of a refund is being resolved by arbitration in accordance with Article XIII of the CONTRACT, then this Guarantee shall continue to remain in force until 30 business days after such arbitration proceedings are concluded and a final arbitration award has been issued. We agree that you may assign without our prior written consent the benefit of this Guarantee to any lawful assignee of the benefit of the CONTRACT. This Guarantee and any non-contractual obligations arising out of or in connection with it guarantee shall be governed by, interpreted by and construed in accordance with the laws of England. The England and the undersigned hereby submits to the non-exclusive jurisdiction of the courts of England for the settlement of any disputes which may arise out of or in connection with this Guarantee and any non-contractual obligations arising out of or in connection with it. We hereby irrevocably appoint [ ] to act as our agent to receive and accept on our behalf any process or other document relating to any proceedings in the English courts which are connected with this GuaranteeEngland. Very truly yours, This Guarantee has been executed for and delivered as a Deed on the day and year written above. Signed as a Deed on behalf of [ ],a company incorporated in [ ] byBy Name: and being persons whoTitle : EXHIBIT “B” Hyundai Samho Heavy Industries Co., in accordance with the laws of that territory, are acting under the authority of the company In the presence of: Witness’s signature: Name (print): Occupation: Address:Ltd.
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