EXHIBIT 10.19
AGREEMENT FOR PURCHASE AND SALE OF VESSELS
THIS AGREEMENT entered into as of the 30th day of May, 1997, by and between
HLS OFFSHORE, L.L.C., a limited liability company under the laws of the State of
Texas, having its registered office and principal place of business at 0000 Xxxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as "Seller")
and CGI MARINE CORPORATION, a corporation incorporated under the laws of the
State of Delaware, having its registered office and principal place of business
at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx (hereinafter referred to as
"Buyer"), in consideration of the covenants and provisions herein.
ARTICLE I - DEFINITIONS
1.1 As used herein, the following terms shall have the following
definitions:
"Lien" shall have the meaning set forth in Section 2.2 herein.
"Purchase Price" shall mean the sum of U. S. $12,000,000.00.
"Vessel" and "Vessels" shall have the definition set forth in Section
2.1 of this Agreement.
ARTICLE II - AGREEMENT FOR SALE AND PURCHASE OF VESSELS
2.1 Seller hereby sells, transfers, assigns, and conveys to Buyer en bloc
for the Purchase Price all right, title, and interest in and to the M/V XXXXXX
XXXX, OFF. NO. 1010, M/V MORECAMBE DIVER, OFF. NO. 1011, and M/V ATLET 7, OFF.
NO. 957, all of Vanuatu flag (hereinafter each a "Vessel" and collectively the
"Vessels") including without limitation all equipment, apparel, appurtenances,
furniture, fittings, and all other items now onboard or identified to or
belonging to the Vessels.
2.2 Seller guarantees and warrants to Buyer and its successors and assigns
that the Vessels are owned by Seller free and clear of all mortgages, liens,
claims, debts, and encumbrances whatsoever ("Liens"). In the event that any of
the Vessels is arrested, seized, or attached as a result thereof, Seller will
promptly bond the claim against such Vessel thereby securing its release or
otherwise discharge the claim. Seller further represents and warrants that the
Vessels are not subject to any contract, option, commitment, or other agreement
or understanding, whether oral or in writing, that permits any person, company,
or entity to purchase, lease, or otherwise utilize the Vessels.
2.3 Seller acknowledges that Buyer has produced for inspection the
following documents:
A) Current Certificates of Registry for the Vessels;
B) All classification society certificates, trading and safety
certificates, plans, specifications, drawings of the Vessels in
Seller's possession;
C) A certified copy of a resolutions of the Seller's Board of Directors
authorizing the sale, transfer of title, and delivery of the Vessels
to Buyer;
D) Two (2) original recordable bills of sale duly notarized for each
Vessel; and
E) Protocol of Acceptance and Delivery for each Vessel.
2.4 THE SALE OF THE VESSELS IS ON AN "AS IS, WHERE IS" BASIS. SELLER
HEREBY EXPRESSLY DISCLAIMS AND NEGATES TO BUYER ALL WARRANTIES, EXPRESSED OR
IMPLIED, EXCEPT FOR THE WARRANTIES CONTAINED IN SECTION 2.2 HEREIN, INCLUDING
WITHOUT LIMITATION ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, ANY
IMPLIED OR EXPRESSED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED
OR EXPRESSED WARRANTY
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OF SEAWORTHINESS, DESIGN, PERFORMANCE, CONDITION, CLASS, CERTIFICATE, OR
MAINTENANCE.
ARTICLE III- RISK OF LOSS AND INDEMNITY
3.1 The risk of loss of the Vessels or any damage thereto shall be with
Buyer from and after the date hereof.
3.2 Seller hereby agrees to indemnify, defend and hold Buyer, its parent,
subsidiary and affiliated corporations, and its and their respective agents,
attorneys, representative, employees, officers, directors, shareholders,
successors and assigns, free and harmless of and from any and all claims,
actions, demands, losses, liabilities, penalties and damages (including all
costs, expenses, and reasonable attorneys' fees), no matter when the same may be
asserted, arising from or relating to any and all breaches of Seller's
representations and warranties or obligations under this Agreement. Without
limiting the generality of the foregoing, Seller agrees to indemnify Buyer for
damages as a result of the assertion, filing or recordation of any Lien, or
claim for recognition of any Lien or other adverse claim of title, against the
Vessels, accruing or arising prior to the time of Closing.
3.3 Buyer hereby agrees to indemnify, defend and hold Seller, its parent,
subsidiary and affiliated corporations, and its and their respective agents,
attorneys, representative, employees, officers, directors, shareholders,
successors and assigns, free and harmless of and from any and all claims,
actions, demands, losses, liabilities, penalties and damages (including all
costs, expenses, and reasonable attorneys' fees), no matter when the same may be
asserted, arising from or relating to any and all breaches of Buyer's
representations and warranties or obligations under this Agreement.
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ARTICLE IV - COSTS AND EXPENSES
4.1 Seller shall bear all costs, expenses, and taxes incurred or accruing
prior to the date hereof in connection with the ownership, operation or sale of
the Vessels. Buyer shall bear all costs, expenses, and taxes incurred or
accruing after the date hereof in connection with the ownership, operation or
sale of the Vessel. All sales, use, stamp, or similar taxes incurred or
accruing as a result of this transaction shall be for the sole account of Buyer.
Each party shall bear its own attorneys fees and costs in connection with the
preparation of this Agreement and the consummation of the transactions
contemplated hereby. Each party shall be responsible for all fees and other
compensation and/or expenses payable to any brokers engaged by such party in
connection with the sale and purchase of the Vessels, and shall indemnify,
defend, and hold harmless the other party from any claims therefor.
ARTICLE V- MISCELLANEOUS
5.1 The making, performance, interpretation, and construction of this
Agreement shall be determined and governed exclusively by and in accordance with
the substantive laws of the State of Texas, exclusive of any conflict of law
rules which may refer to the laws of another jurisdiction.
5.2 Headings used in this Agreement are for convenience of reference
only, and are not intended, to any extent or for any purpose, to limit or define
the text of any provision hereof. THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT OF THE SELLER AND BUYER CONCERNING THE SALE, AND ALL OTHER PRIOR
NEGOTIATIONS, AGREEMENTS, COMMUNICATIONS, AND WRITINGS ARE DEEMED TO BE MERGED
AND INCORPORATED HEREIN. This Agreement shall not
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be modified or amended in any manner except in writing executed by duly
authorized officers of the Seller and the Buyer. This Agreement may be executed
in several counterparts and each counterpart when so executed and delivered
shall constitute a complete original instrument, and it shall not be necessary
in making proof of this Agreement or any counterpart hereof to produce or
account for any of the other counterparts. All covenants which by their nature
survive closing, including but not limited to Seller's covenant to bond or
otherwise discharge any Liens for which the Vessels are seized or attached, and
all representations and warranties of the parties shall survive closing.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 30th day of May, 1997.
HLS OFFSHORE, L.L.C.
SELLER
By: /s/ H. D. Xxxx, III
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Name: H. D. Xxxx, III
Title: President
CGI MARINE CORPORATION
BUYER
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: President
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