CLAUSE HEADING 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Interpretation 2 AGREEMENT TO SELL AND PURCHASE THE SHARES 2.1 Sale and Purchase of the Shares 3 PURCHASE PRICE AND PAYMENT 3.1 Basic Purchase Price 3.2 Adjustment of the Basic Price...
TABLE OF CONTENTS
CLAUSE HEADING 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions 1.2 Interpretation 2 AGREEMENT TO SELL AND PURCHASE THE SHARES 2.1 Sale and Purchase of the Shares 3 PURCHASE PRICE AND PAYMENT 3.1 Basic Purchase Price 3.2 Adjustment of the Basic Price 3.3 Determination of Net Working Capital 3.4 Adjustments and cooperation 3.5 Payment 4 MUTUAL REPRESENTATIONS AND WARRANTIES 5 REPRESENTATIONS AND WARRANTIES OF STATOIL AND STATPET 5.1 Statoil representations as of the Signing Date 5.1.1 Navion Corporate Organisation 5.1.2 Capitalization of Navion. Title to the Shares 5.1.3 Navion Subsidiaries 5.1.4 Title to the Vessels 5.1.5 Patents and Trademarks 5.2 Representations by the Sellers as of the Effective Date 5.3 Statoil representations as of the Signing Date and the Effective Date 5.3.1 Financial Statements 5.3.2 Books and Accounts 5.3.3 Tax Matters 5.3.4 Assets 5.3.5 Environmental Matters 5.3.6 Insurances 5.3.7 Employees 5.3.8 Litigation and investigations 5.3.9 Consents, licences and permits 5.3.10 The Contracts 5.3.11 Accuracy of Information 5.3.12 Absence of Certain Changes 5.4 Statpet representations as of the Signing Date and Closing 5.5 No representation regarding XXXX 0 REPRESENTATIONS AND WARRANTIES OF BUYER 6.1 Financial capability, Acquisition for its own account, No Litigation 6.2 Consents and Approvals, Non-violation 7 COVENANTS OF SELLERS 7.1 Conduct of business 7.2 Sale of Ownership Shares in Fields 8 COVENANTS OF THE BUYER 8.1 Covenants prior to Closing 8.2 Confidentiality obligations 8.3 Covenants after Closing 9 MUTUAL COVENANTS 9.1 Further Assurances 10 CONDITIONS FOR SIGNING AND CLOSING 10.1 Signing deliveries of the Buyer 10.2 Conditions to the Parties’ Obligations on Closing 10.3 Closing 10.4 Closing deliveries of the Sellers 10.5 Closing deliveries of the Buyer 10.6 Closing Mechanics 11 BREACH OF AGREEMENT 11.1 Breach by the Sellers 11.2 Breach by the Buyer 11.3 General 12 LIMITED INDEMNIFICATION 12.1 Indemnification 12.2 Procedure 12.3 Limitations on payments by Sellers 12.4 Time limitations 12.5 Indemnification by the Buyer 12.6 Cooperation 13 TERMINATION 13.1 Termination before Closing 13.2 Termination after Closing 13.3 Effect of Termination 14 MISCELLANEOUS 14.1 Expenses 14.2 Entire Agreement 14.3 Public Announcements 14.4 Clause and Clause Headings 14.5 Counterparts 14.6 Amendments 14.7 Notices 14.8 Non Competition and Non Solicitation 14.9 Confidentiality Agreement 14.10 Governing Law and Jurisdiction
SCHEDULES
Schedule 1.1 Buyer Parent Guarantee
Schedule 1.1 Navion Reorganisation
Schedule 1.1 Navion Subsidiaries
Schedule 1.1 Performance Guarantee
Schedule 1.1 Signing Date Disclosure Letter
Schedule 5.1.3 Navion Subsidiaries
Schedule 5.1.5 Patents and Trademarks
Schedule 5.3.8 Litigation and Investigations
Schedule 8.3 (c) TMP Personnel
Schedule 10.4 (b) Letter of resignation
Schedule 10.4 (f) Navion Reorganisation
Schedule 10.5 (b) Statement of none awareness
Schedule 10.5 (c) Statement certifying the accuracy and correctness of representations and
warranties
