Contract
Exhibit 4.8
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Norwegian Shipbroker’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. |
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Code-name Revised 1966, 1983 and
1986/87. |
Argo Shipholding
Inc. of Xxxxxxxx Islands
Hereinafter called the Sellers, have agreed to sell, and
Britannia Bulk Plc of
London or their guaranteed nominee
Hereinafter called the Buyers, have agreed to buy
Name: m/v Nikoplos
Classification Society/Class: N.K.K
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Built: 1983 |
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By: Hakodate Dock Co Ltd, Hakodate, Japan |
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Flag:Panama |
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Place of registration: Panama |
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Call Sign: H9JH |
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Grt/Nrt: 18,596/10,026 |
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Hereinafter called the Vessel, on the following terms and conditions:
Definition
“Banking days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefex or other modern form of written communication.
“Classification Society” or “Class” means the Society referred to in line 4.
1. Purchase price
USD 10,750,000 cash, (United States Dollars Ten Million Seven Hundred Fifty Thousand only)
2. Deposit
As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within three (3) Athens/London/New York banking days from the date of this Agreement signed by Sellers and Buyers by fax and the opening of the joint bank account. This deposit shall be placed with Egnatia Bank S.A., Kolokotroni Street & 00 Xxxxxxxxxx Xxxxxx, 00000 Xxxxxxxx, Xxxxxx, swift code: XXXXXX0X and held by them in a joint interest bearing account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. The cost of meeting room for closing including communication and any incidental costs to be borne equally by Sellers and Buyers.
3. Payment
The 10% deposit will be released and the said Purchase Price shall be paid in full free of bank charges to Egnatia Bank S.A., 000 Xxxxxxxxxxx Xxxxxx & 00 Xxxxxxxxxx Xxxxxx, 00000 Xxxxxxx, Xxxxxx, swift code: XXXXXX0X, Beneficiary: Argo Shipholding Inc, USD Account No.:0095369427, IBAN No.: GR97 0280 3010 0000 0003 5369 427, Correspondent Bank in US: American Express Bank Ltd, N.Y., U.S.A., Account No.: 717066, swift code: AElBUS33 or Bank of New York, N.Y., U.S.A., Account No.: 890-0055- 561, swift code: XXXXXX0X on delivery of vessel in exchange for the agreed delivery documents, but not later than 3 Athens/London/New York banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance with clause 5.
4. Inspections
a)* The Buyers have inspected and accepted the Vessel’s classification records including steel gaugings. The Buyers have also inspected the Vessel at/in Nueva Xxxxxxx on 7th February 2007 and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.
b)* The Buyers shall have the right to inspect the Vessel’s
classification records and declare whether same are accepted or not within
The Seller shall provide for inspection of the Vessel
at/in
The Buyers shall
undertake the inspection without undue delay to the Vessel. Should the Buyers
cause undue delay they shall compensate the Sellers for the losses thereby
incurred. The Buyers shall inspect the Vessel without opening up and without
cost to the Sellers. During the inspection, the Vessel’s deck and engine log
books shall be made available for examination by the Buyers. If the Vessel is
accepted-after such inspection, the sale shall become outright and definite,
subject only to the terms and conditions of this Agreement, provided the
Sellers receive written notice of acceptance from the Buyers within 72 hours
after completion of such inspection.
Should notice of acceptance of the Vessel’s
classification records and of the Vessel not be received by the Sellers as
aforesaid, the deposit together with interest earned shall be released
immediately to the Buyers, whereafter this Agreement shall be null and void.
* 4a) and 4b) are alternatives; delete whichever is not
applicable. In the absence of deletions, alternative 4a) to apply.
5. Notice, time and place of delivery
a) The Sellers shall
keep the Buyers well
informed of the Vessel’s itinerary and
shall provide the Buyers with 25/15/10/5/2 days notice of approximate date of and
days notice of the estimated time of arrival at the intended place of
drydocking/underwater inspection/readiness for delivery. When the Vessel is at the place of
delivery and in every respect physically ready for delivery in accordance with
this Agreement, the Sellers shall give the Buyers a written Notice of Readiness
for delivery.
b) The Vessel
shall be delivered and taken over with the time charter attached, with clean swept holds, free
of stowaways, at a safe port and always accessible safe berth or safe anchorage
safely afloat at a safe and accessible berth or anchorage at/in within full Atlantic, i.e.
Montreal/Bahia Xxxxxx range including Carribean, Skaw/Pointe Noire range
including Baltic/Mediterranean/Black Sea within trading limits Cape Town/Maputo
range, excluding U.S.A
In the Sellers’ option.
c) Expected time or delivery: Between 5th April 2007 – 10th May 2007 in Sellers’ option
Date of cancelling (see clauses 5 c),6 b) (iii) and 14): 10th May 2007 in Buyers’ option
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.
If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.
d) Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void.
6. Drydocking/Divers Inspection
a)** The Sellers shall
place the Vessel in drydock at the port of delivery for inspection by the
Classification Society of the Vessel’s underwater parts below the deepest load
line, the extent of the inspection being in accordance with Classification
Society’s rules. If the rudder, propeller, bottom or other underwater parts
below the deepest load line are found broken, damaged or defective so as to
affect the Vessel’s class, such defects shall be made good at the Sellers’
expense to the satisfaction of the Classification Society without
condition/recommendation*.
b)** (i) The Vessel is to be delivered without
drydocking. However, the Buyers shall have the right at their expense to
arrange for an underwater inspection by a diver approved by the Classification
society prior to the delivery of the Vessel. The Sellers shall at their cost
make the Vessel available for such inspection. The extent of the inspection and
the conditions under which it is performed shall be to the satisfaction of the
Classification Society. If the conditions at the port of delivery are
unsuitable for such inspection, the Sellers shall make the Vessel available at
a suitable alternative place near to the delivery port.
(ii) If the
rudder, propeller, bottom or other underwater parts below the deepest load line
are found broken, damaged or defective so as to affect the Vessel’s class, then
unless repairs can be carried out afloat to the satisfaction of the
Classification Society, the Sellers shall
arrange for the Vessel to be drydocked
at their expense for
inspection by the Classification society
of the Vessel’s underwater parts below the deepest load line, the extent of the
inspection being in accordance with the Classification Society’s rules. If the
rudder, propeller, bottom or other underwater parts below the deepest load line
are found broken, damaged or defective so as to effect the Vessel’s class, such
defects shall be made good by the Sellers at their expense to the satisfaction
of the classification society without condition/recommendation*. In such event
the Sellers are to pay also for the cost of the underwater inspection and the
Classification Society’s attendance.
(iii) If the Vessel is to be drydocked pursuant
to Clause 6 b) (ii) and no suitable dry-docking facilities are available at the
port of delivery, the Sellers shall take the Vessel to a port where suitable
drydocking facilities are available, whether within or outside the delivery
range as per Clause 5 b). Once drydocking has taken place the Sellers shall
deliver the Vessel at a port within the delivery range as per clause 5 b) which
shall, for the purpose of this Clause, become the new port of delivery. In such
event the cancelling date provided for in clause 5 b) shall be extended by the
additional time required for the dry docking and extra steaming, but limited to
a maximum of 14 running days.
c) If the
vessel is drydocked pursuant to Clause 6 a) or 6 b) above
(i) the
Classification Society may require survey of the tailshaft system, the extent
of the survey being to the satisfaction of the Classification surveyor. If such
survey is not required by the Classification Society, the Buyers shall have the
right to require the tailshaft to be drawn and surveyed by Classification
Society, the extent of the survey being in accordance with the Classification
Society’s rules for tailshaft survey and consistent with the current stage of
the Vessel survey cycle. The Buyers shall declare whether they require the
tailshaft to be drawn and surveyed not later than by the completion of the
inspection of the Classification Society. The drawing and refitting of the
tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
system be condemned or found defective so as to effect the Vessel’s class,
those parts shall be renewed or made good at the Sellers’ expense to the
satisfaction of the Classification Society without condition/recommendation*.
(ii) the expenses relating to the survey of
the tailshaft system shall be borne by the Buyers unless the Classification
Society requires such survey to be carried out, in which case the Sellers shall
pay these expenses. The Sellers shall also pay the expenses if the Buyers
require the survey and parts of the system are condemned or found defective or
broken so as to affect the vessel’s class*.
(iii) the
expenses in connection with putting the Vessel in and taking her out of
drydock, including the drydock dues and the Classification Society’s fees shall
be paid by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires survey of
the tailshaft system. In all other cases the Buyers shall pay the aforesaid
expenses, dues and fees.
(iv) the Buyers’ representative shall have the
right to be present in the drydock, but without interfering with the work or
decisions of the Classification surveyor.
(v) the Buyers shall have the right to have
the underwater parts of the Vessel cleaned and painted at their risk and
expense without interfering with the Sellers’ or the Classifications surveyor’s
work, if any, and without affecting the Vessel’s timely delivery. If, however,
the Buyers’ work in drydock is still in progress when the Sellers have
completed the work which the Sellers are required to do, the additional docking
time needed to complete the Buyers’ work shall be for the Buyers’ risk and
expense. In the event that the Buyers’ work requires such additional time, the
Sellers may upon completion of the Sellers’ work tender Notice of Readiness for
delivery whilst the Vessel is still in drydock and the Buyers shall be obliged
to take delivery in accordance with Clause 3, whether the vessel is in drydock
or not and irrespective of Clause 5 b).
* Notes,
if any, in the surveyor’s report which are accepted by the classification
Society without condition/recommendation are not to be taken into account.
** 6a) and 6b) are alternatives; delete whichever is not
applicable. In the absence of deletions, alternative 6 a) to apply.
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers
with everything belonging to her on board, and on shore and on order. All
spare parts and spare equipment including spare tail-end shaft(s) and/or spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of
inspection used or unused, whether on board or not shall become the Buyers’
property, but spares on order are to be excluded. Forwarding charges, if
any, shall be for the Buyers’ account. The Sellers are not required to replace
spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller
blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. The radio
installation and navigational equipment shall be included in the sale without
extra payment if they are the property of the Sellers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers
without extra payment.
The Sellers have the right to take ashore crockery,
plates, cutlery, linen and other articles bearing the Sellers’ flag or name,
provided they replace same with similar unmarked items. Library, forms, etc.,
exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation.
Captain’s Officers’ and Crew’s personal belongings including the slop chest
are to be excluded from the sale, as well as the following additional items
(including items on hire): Oxygen/Acetylene/Freon bottles and Mini-M. With reference to slop chest,
Sellers will revert prior to delivery if this is available for purchase by the
buyers and the contents therein.
The Buyers shall take over the remaining bunkers which are charterars property
and unused lubricating oils in storage tanks and sealed unbroached drums, greases and
hydraulics and pay for unused luboils at Sellers’ net cost (purchase price)
and pay the current net market price (excluding barging costs expenses) at the port and date of
delivery of the Vessel. All prices to be evidenced by original if available, or relevant copies
of invoices. Payment under this Clause shall be made at the same
time and place and in the same currency as the Purchase Price.
8. Documentation. (see also clause 16)
The place of closing: Athens - Greece
In exchange for payment of the Purchase Price the
Sellers shall furnish the Buyers with delivery documents, namely:
a) Legal Xxxx of Sale in a
form recordable in
(the country in which the Buyers are to register the Vessel), warranting that
the Vessel is free from all encumbrances, mortgages and maritime liens or any
other debts or claims whatsoever, duly notarially attested and legalized by the
consul of such country or other competent authority.
b) Current Certificate of
Ownership issued by the competent authorities of the flag state of the Vessel.
c) Confirmation of Class
issued within 72 hours prior to delivery.
d) Current Certificate issued
by the competent authorities stating that the Vessel is free from register
encumbrances.
e) Certificate of deletion of
the Vessel from the Vessel’s registry or other official evidence of deletion
appropriate to the Vessel’s registry at the time of delivery, or, in the event
that the registry does not as a matter of practice issue such documentation
immediately, a written undertaking by the Sellers to effect deletion from the
Vessel’s registry forthwith and furnish a Certificate or other official
evidence of deletion to the Buyers promptly and latest within 4 (four) weeks
after the purchase Price has been paid and the Vessel has been delivered.
f) Any
such additional documents as may reasonably be required by the competent
authorities for the purpose of registering the Vessel provided the Buyers
notify the Sellers of any such documents as soon as possible after the date of
this Agreement.
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., manuals, drawings, charts and instruction books which are on board the Vessel. Other certificates which are onboard the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation for main engine/all auxiliaries/dock machinery/radio and navigational equipment which may be in the Sellers’ possession shall be promptly forwarded to the Buyers technical managers in Denmark within 7 days of delivery of the vessel, at Buyers expense. If they so request. The Sellers may keep the Vessel’ a log books but the Buyers to have the right to take copies of same.
9. Encumbrances
The Sellers warrant that the Vessel, at the time of
delivery, is free from any all charters, encumbrances, mortgages and
maritime liens, arrests,
free of any overdue port state control detentions/deficiencies existing at the
time of delivery or any other debts/taxes/claims
whatsoever. The Sellers hereby undertake to indemnify the Buyers against all
consequences of claims made against the Vessel which have been incurred prior
to the time of delivery.
10. Taxes, etc.
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag shall be for the Buyers account including all port charges following delivery, where as similar charges in connection with the closing of the Sellers’ register, Sellers’ crew repatriation and all port charges on arrival and until delivery of the vessel shall be for the Sellers’ account.
11. Condition on delivery
The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreements she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.
However, the Vessel shall
be delivered with her present
class maintained with one outstanding
recommendation set out on 29 April 2006 at Itaqui and which is due for
next drydocking, without condition/recommendation*, free of
average damage affecting the Vessel’s class, free
of any overdue port state control detentions/deficiencies existing at the time
of delivery and with all continuous survey cycles completely upto date with no
outstanding items and with her classification certificates and
national/international trading certificates, as well as all other certificates
the Vessel had at the time of inspection as
required under present flag to be clean and valid for a minimum of three (3) months and
unextended without condition/recommendation* by Class or the relevant
authorities at from the date
time of delivery without extensions. Vessel
is in compliance with all updated regulations including IACS URS requirements
and SOLAS requirements and same can be confirmed by reviewing the survey status
or the class records. At the time of delivery Sellers to provide a certificate
from the vessel’s class confirming the present class is maintained with one
outstanding recommendation set out on 29 April 2006 at Itaqui, and which is due
for next drydocking.
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if applicable, or the buyers inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.
* Notes, if any, in the surveyor’s reports which are accepted by the Classification Society without condition/recommendation are not to be taken into account.
12. Name/markings
Upon delivery the Buyers undertake to change the name of the Vessel and after funnel markings.
13. Buyers’ default
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
14. Sellers’ default
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
15. Buyers’ representatives
After this Agreement has been signed by fax by both parties and the deposit has been lodged, the Buyers
have the right to place
two representatives on board the Vessel at their sole risk and expense upon
arrival at on or about upto the time and place of
delivery.
These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers’ representatives shall sign the Sellers’ letter of indemnity prior to their embarkation. Upon Sellers tendering NOR and unconditional acceptance thereof by the Buyers (for avoidance of doubt, unconditional acceptance solely relates to any issues arising from the vessel’s demonstration only under this clause), the Buyers shall be allowed to place a further representative on board and up to 2 other crew members to be allowed on board during daylight hours when Sellers crew shall demonstrate and familiarise Buyers representatives/crew on the operation of the Vessel’s equipment, machinery and systems. Buyers’ representatives/crew to sign Sellers LOI before boarding the vessel and in no case to interfere with the vessel’s operation. Above demonstration shall be at the sole discretion of the Master of the Vessel.
16. Arbitration
a)* This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.
Arbitrators to be appointed by the London Maritime Arbitrators Association.
b)* This Agreement
shall be governed by and construed in accordance with Title 9 of the United
Stage Code and the Law of the State of New York and should any dispute arise
out of this Agreement, the matter in dispute shall be referred to three persons
at New York, one to be appointed by each of the parties hereto, and the third
by the two so chosen; their decision or that of any two of them shall be final,
and for purpose of enforcing any award, this Agreement may be made a rule of
the Court.
The proceedings shall be conducted in accordance with
the rules of the Society of Maritime Arbitrators Inc. New York.
c)* Any
dispute arising out of this Agreement shall be referred to arbitration at ,
subject to the procedures applicable there. The laws of
shall govern this Agreement.
* 16a),
16b) and 16c) are alternatives; delete whichever is not applicable. In the
absence of deletions, alternative 16 a) to apply.
CLAUSES 17 TO 22 (APPENDIX) HERETO FORM AN INTEGRAL PART OF THIS CONTRACT
[SEAL]
Copyright: Norwegian Shipbrokers’ Association, Oslo, Norway.
Printed and sold by X-Xxxxxxx X/X., Xxxxxxxxx & Xxxxxx Xxxx, Xxxxxx.
Fax: 47-22-25 28 68. Phone: 47-22-25 81 90.
Appendix
to Memorandum of Agreement code-name SALEFORM 1993
dated 12th March, 2007 - m/v “Nikoplos”
CLAUSE 17
THE VESSEL IS TO BE DELIVERED WITHOUT DRYDOCKING BUT BUYERS SHALL HAVE THE RIGHT TO REQUEST AND CARRY OUT A DIVERS INSPECTION OF VESSELS UNDERWATER PARTS BY VESSELS CLASS APPROVED DIVERS WITH VIDEO EQUIPMENT.
SUCH UNDERWATER INSPECTION TO BE ATTENDED BY CLASS SURVEYOR, BUYERS REPRESENTATIVES AND SELLERS REPRESENTATIVES. COST OF DIVERS AND CLASS SURVEYOR FEE FOR BUYERS ACCOUNT.
IF ANY DAMAGE IS FOUND AFFECTING CLASS WHICH IN THE OPINION OF CLASS SURVEYOR PRESENT AT INSPECTION WOULD CONSTITUTE A RECOMMENDATION REQUIRING THE VESSEL TO DRYDOCK IMMEDIATELY, THEN CLAUSE 6 OF NSF 93 TO APPLY AND THE VESSEL TO BE DRYDOCKED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID CLAUSE. FURTHER, THE CANCELLING DATE TO BE EXTENDED WITHOUT ANY COMPENSATION AND DAMAGES IMPOSED ON THE SELLERS FOR THE PERIOD CORRESPONDING TO THAT OF THE SELLERS FINDING A PROPER DRYDOCK, TRANSPORTING THE VESSEL FROM THE PORT OF UNDERWATER INSP UPTO THE DRYDOCK, AND MAKING AND COMPLETING THE REQUIRED REPAIR AT THE DRYDOCK.
IF ANY DAMAGE IS FOUND WHICH IN THE OPINION OF CLASS SURVEYOR PRESENT AT INSPECTION WOULD CONSTITUTE A RECOMMENDATION NOT REQUIRING THE VESSEL TO DRYDOCK UNTIL THE NEXT SCHEDULED DRYDOCKING EXCEPT THE ONE OUTSTANDING RECOMMENDATION SET OUT ON 29 APRIL 2006 AT ITAQUI, AND WHICH IS DUE FOR NEXT DRYDOCKING, THEN SELLERS AND BUYERS TO APPLY TO TWO SHIPYARDS MUTUALLY AGREED IN THE DELIVERY AREA FOR QUOTATIONS FOR REPAIRS OF SAID DAMAGE THE COST TO BE THE DIRECT COST TO REPAIR SUCH DAMAGE (IE, NO DD FEES, NO OFFHIRE ETC.). THEREAFTER IT SHALL BE IN THE SELLERS’ OPTION WHETHER TO REPAIR SAID DAMAGES PRIOR TO DELY OR TO DELIVER THE VESSEL WITH SAID DAMAGE. IF SELLERS DECIDE TO DELIVER THE VESSEL WITH THE SAID DAMAGE, THE BUYERS WILL TAKE DELIVERY WITH SUCH CLASS RECOMMENDATION, AGAINST A REDUCTION IN PRICE OF THE COST OF REPAIRS, WHICH TO BE DEFINED AS THE AVERAGE OF THE TWO QUOTATIONS OBTAINED.
IF NO DAMAGE FOUND BY CLASS SURVEYOR TO AFFECT CLASS THEN THE VESSEL TO BE DELIVERED WITHOUT PRE-DELIVERY DRYDOCKING.
CLAUSE 18
SELLERS TO ASSIST BUYERS AND PROVIDE THEM WITH ALL INFORMATION AND COPIES OF CERTIFICATES AS MAY BE REQUIRED FOR BUYERS REGISTRATION PURPOSES. AGREEMENT ON LIST OF DELIVERY DOCUMENTS TO BE REACHED DURING NEGOTIATIONS AND SAME TO BE INCORPORATED IN THE MOA. PHOTOCOPIES OF ALL EXECUTED DELIVERY DOCUMENTS TO BE FAXED TO BUYERS WELL IN ADVANCE OF DELIVERY.
CLAUSE 19
SELLERS TO PROVIDE A LETTER STATING THAT TO THE BEST OF THEIR KNOWLEDGE, THE VESSEL IS NOT BLACKLISTED BY THE ARAB BOYCOTT LEAGUE IN DAMASCUS OR ANY OTHER NATION OR ORGANISATION.
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CLAUSE 20
THE SALE IS TO INCLUDE THE TRANSFER OF THE EXISTING TIME CHARTER TO ARMADA AT USD 18,250 / DAY (LESS 6.25% TOTAL COMMISSION) TILL MINIMUM 26/3/07- MAXIMUM 26/6/07.
CLAUSE 21
THE SALE IS SUBJECT TO APPROVAL OF BUYERS FROM PRESENT CHARTERERS. SUBJECT TO BE LIFTED WITHIN 3 WORKING DAYS AFTER RECAP IS AGREED BY BOTH PARTIES. A NOVATION AGREEMENT WILL BE MUTUALLY AGREED AND SIGNED BETWEEN SELLERS, BUYERS AND CHARTERERS AS SOON AS POSSIBLE AFTER EXECUTION OF THE MOA AND IN ANY EVENT PRIOR TO THE DATE OF VESSEL’S DELIVERY. PRIOR TO THE EXECUTION OF THE MOA BUYERS WILL PROVIDE SELLERS WITH DETAILS OF THE INTENDED NEW FLAG, OWNERSHIP, MANAGEMENT AND NAME OF THE VESSEL AFTER DELIVERY, FOR SUBMISSION TO THE TIME CHARTERERS FOR THEIR RESPECTIVE APPROVAL.
CLAUSE 22
ALL DETAILS OF THIS OFFER AND ANY EVENTUAL SALE TO BE KEPT PRIVATE AND CONFIDENTIAL BY BOTH PARTIES AND IS NOT TO BE DISCUSSED WITH ANY UNRELATED THIRD PARTIES.
This Memorandum of Agreement is drawn up in two originals with even tenor and date. One original shall be retained by the Sellers and one original shall be retained by the Buyers.
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For the Sellers (1) |
For the Buyers (2) |
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[SEAL] |
/s/ X. X. Xxxxxx |
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