Contract
Exhibit 4.36
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase
of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
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Dated: 6 August 2015
Cape Xxx Marine Inc., of the British Virgin Islands
hereinafter called the Sellers, have agreed to sell, and
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SQUIRE OCEAN NAVIGATION CO., of Liberia
hereinafter called the Buyers, have agreed to buy the
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Name: ETERNUS
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Classification Society/Class:
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BV
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Built: 2010
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By: Sungdong Shipbuilding & Marine Eng. Co. Ltd., South Korea
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Flag: Isle of Man
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Place of Registration: Xxxxxxx
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Call sign: 2CPA2
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Grt/Nrt: 88.479/56.828
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hereinafter called the Vessel, on the following terms and conditions:
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Definitions
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"Banking days" are days on which banks are open in the country of the currency
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Stipulated for the Purchase Price in Clause 1,
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"in writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,
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a registered letter, telefax or other modern form of written communication.
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"Classification Society" or "Class" means the Society referred to in line 4.
"Purchase Agreement" means the purchase agreement dated 6 August 2015 made by and among, inter alios, Seanergy (as defined in Clause 21 hereof) and the Sellers.
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1.
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Purchase Price:
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USD 34,350,173 (United States Dollars thirty four million three hundred fifty thousand one hundred seventy three) only
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2.
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Deposit
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3.
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Payment
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The said Purchase Price shall be paid in full free of bank charges by Buyers to Sellers' account,
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details of which shall be furnished by Sellers,
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before delivery of the Vessel, but not later than 3 (three) Banking days after the Vessel is in every respect
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physically ready for delivery in accordance with the terms and conditions of this Agreement and
Notice of Readiness ("NOR") has been given in accordance with Clause 5.
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4.
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Inspections
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a)*
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The Buyers have waived the physical inspection for the Vessel and have accepted her. The Buyers have inspected and accepted the Vessel's classification records. Therefore the sale is outright and definite, subject only to the terms and conditions of this Agreement.
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5.
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Notices, time and place of delivery
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a)
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The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall
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provide the Buyers with 30/20/15/10/7/5/3 approximate and 2 and 1 definite day
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intended time and place of
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place of delivery and in every respect physically ready for delivery in accordance with this
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Agreement, the Sellers shall give the Buyers a written NOR for delivery.
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b)
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The Vessel shall be delivered to the Buyers free of stowaways, free of cargo, with clean swept holds
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safely afloat at a safe and accessible berth, port or anchorage worldwide.
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Expected time of delivery: 17 August 2015 – 30 November 2015 or such later date at Buyers' option.
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Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30 November 2015 or such later date at Buyers' option.
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c)
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If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
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Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in
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writing stating the date when they anticipate that the Vessel will be ready for delivery and
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propose a new cancelling date. Upon receipt of such notification the Buyers shall have the
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option of either cancelling this Agreement in accordance with Clause 14 within 4
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days of receipt of the notice or of accepting the new date as the new cancelling date. If the
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Buyers have not declared their option within 4
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notification or if the Buyers accept the new date, the date proposed in the Sellers' notification
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shall be deemed to be the new cancelling date and shall be substituted for the cancelling
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date stipulated in line 61.
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If this Agreement is maintained with the new cancelling date all other terms and conditions
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hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
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force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any
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claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by
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the original cancelling date.
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d)
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Should the Vessel become an actual, constructive or compromised total loss before delivery
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6.
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Drydocking / Divers Inspection - SEE CLAUSE 18 of this Agreement. |
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7.
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Spares/bunkers, etc.
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The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
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shore, including broached/unbroached stores and provisions and spares without extra payment. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare
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propeller(s)/propeller blade(s), if any, belonging to the Vessel
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unused, whether on board or not shall become the Buyers' property.
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Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare
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parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out
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of spare and used as replacement prior to delivery, but the replaced items shall be the property of
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the Buyers. The radio installation, GMDSS and navigational equipment shall be included in the sale without extra payment if they are the property of the Sellers.
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Unused stores and provisions shall be included in the sale and be taken over
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by the Buyers without extra payment.
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The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the
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Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,
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exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,
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Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,
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as well as the following additional items (including items on hire):
-UNITOR'S OXYGEN/ACETYLENE/FREON CYLINDERS, EMPTY/FULL;
-MARICHEM SYSTEM MHCS 200;
-ORIGINAL FLAG CERTIFICATES (Registry – Intern. Tonnage – Radio Station Licence – Minimum Safe Xxxxxxx – CLCertificate - MLCertificate )– necessary for Ship's deletion from the articles;
-LIBRARY, FORMS, RECORDS, REPORTS, DECK and ENGINE Log Books, CORRESPONDENCE exclusively used by the Sellers;
-CD ROM QSEMS;
-SEAGULL TRAINING CDs;
-Lloyds MARINER – Risk Assessment CDs;
-LR Manager (Working hours) CDs;
-AMVER DISKETTE;
-EST SAFETY LABELS (35);
-ISPS CODE / CD / INSTRUCTIONS AND SECURITY AWARENESS CBT 115 AND ISPS TRAINER;
-OWNERS LISTS/ISM & ISPS system manuals / Company's Soft and Hardware/PC's etc.; and
-SECURITY IDENTIFICATION BADGES (CREW AND VISITORS).
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Payment under this Clause shall be made in cash at the same time and place
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and in the same currency as the Purchase Price.
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8.
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Documentation
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The place of closing: Athens, Greece
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In exchange for payment of the Purchase Price and delivery of the Vessel the Sellers shall furnish the Buyers and the Buyers shall furnish the Sellers with the delivery documents stated in this Clause and in Clause 17 of this Agreement.
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At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
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Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
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Buyers.
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At the time of delivery the Sellers shall hand over to the Buyers the classification certificate(s) as well as all
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Plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also
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be handed over to the Buyers unless the Sellers are required to retain same, in which case the
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Buyers to have the right to take copies. Other technical documentation which may
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be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so
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request. The Sellers may keep the Vessels log books but the Buyers to have the right to take
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copies of same at Buyers' account.
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9.
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Encumbrances
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The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,
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Mortgages, taxies, levies, duties and maritime liens or other liens or any other debts whatsoever and is not subject to any port state or administrative detentions. The Sellers hereby undertake
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to indemnify the Buyers against all consequences of claims made against the Vessel which have
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been incurred prior to the time of delivery or arising out of or with respect to events occurring prior to the
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time of delivery.
10.
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Taxes, etc.
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Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag
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shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers'
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register shall be for the Sellers' account.
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11.
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Condition on delivery
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The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is
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delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
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delivered and taken over "as is where is"
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However, the Vessel shall be delivered free of stowaways, free of cargo and with clean swept holds and with her class maintained without condition/recommendation*,
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free of average damage affecting the Vessels class, and with her classification certificates and
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National/international/trading certificates and Continuous Survey of Machinery (CSM), as well as all other
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certificates of the Vessel
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clean, valid and unextended for a minimum period of 3 (three) months from the time of the delivery without condition/recommendation
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12.
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Name / markings
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Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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13.
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Buyers' default
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Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
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cancel the Agreement
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be entitled to claim
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14.
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Sellers' default
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Should the Sellers fail to give NOR in accordance with Clause 5 a) or fail to be ready
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to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have
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the option of cancelling this Agreement provided always that the Sellers shall be granted a
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maximum of 3 (three) Banking days after the NOR has been given to make arrangements
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for the documentation set out in Clause 8 and Clause 17. If after NOR has been given but before
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the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
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made physically ready again in every respect by the date stipulated in line 61 and new NOR
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given, the Buyers shall retain their option to cancel.
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Should the Sellers fail to give NOR by the date stipulated in line 61 or fail to be ready
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to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for
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their loss and for all expenses together with interest if their failure is due to proven
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negligence and whether or not the Buyers cancel this Agreement.
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15.
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Buyers' representatives
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After this Agreement has been signed by both parties
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have the right to place two (2) representatives on board the Vessel at their sole risk and expense
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These representatives/crew shall remain on board until delivery of the Vessel to, and acceptance of the Vessel by, the Buyers for the purpose of familiarisation and in the capacity of
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observers only, and they shall not interfere in any respect with the operation of the Vessel. The
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Buyers' representatives/crew shall sign the Sellers' letter of indemnity prior to their embarkation.
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16.
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Arbitration
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a)* This Agreement (and any non-contractual obligations connected with this Agreement) shall be governed by and construed in accordance with English law and any dispute arising out of this
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Agreement and/or any non-contractual obligations connected with this Agreement shall be referred to
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arbitration in London in accordance with the Arbitration Acts 1996 or any statutory modification or
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re-enactment thereof for the time being in force, one arbitrator being appointed by each
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party. The arbitrators shall be full members of the London Maritime Arbitrators Association ("LMAA"). On the receipt by one party of the nomination in writing of the other party's arbitrator,
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that party shall appoint their arbitrator within fourteen days, failing which the decision of the
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single arbitrator appointed shall apply. If two arbitrators are properly appointed
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they shall appoint a third arbitrator failing which the third arbitrator shall be appointed by the President of the LMMA at the time within 21 (twenty one) days of the two arbitrators being appointed.
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Additional Clauses 17, 18, 19, 20, 21, 22, 23, 24 and 25, inclusive as herein below, are deemed to
be fully incorporated into and form an integral part of this Agreement.
17. Delivery Documents
A. In exchange of the payment of the Purchase Price and other monies due under Clause 3 of this Agreement, the Sellers shall furnish the Buyers with the following delivery documents, namely:
(a) Three originals of a legal xxxx of sale in form recordable in the Buyers' new flag in the English language (the "Xxxx of Sale") in favour of the Buyers, evidencing the transfer of all (100 percent) of the shares and interest in and title to the Vessel to the Buyers and warranting that the Vessel is free from all mortgages, encumbrances, charters, maritime liens or other liens, claims, taxes, levies, duties and any other debts whatsoever or any port state or administrative detentions, duly executed by the Sellers and duly certified by a notary public and legalized by Apostille.
(b) Fax or email copy of Transcript of Register issued by the Isle of Man Registry and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from encumbrances and mortgages to be faxed to the closing meeting in Greece. The original of such Transcript of Register will be provided to the Buyers not later than 10 (ten) Banking days after the delivery date of the Vessel to the Buyers and the Sellers shall provide a written undertaking to the Buyers to that end.
(c) A certified true copy of the certificate of incorporation of the Sellers certified by the Sellers' Greek counsel.
(d) An original set of Minutes of all the members of the Board of Directors of the Sellers or Resolutions of the Sellers adopted by unanimous consent approving, authorizing and confirming the entry into this Agreement and any amendments and/or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of this Agreement and authorizing persons to conclude the sale, transfer and delivery of the Vessel to the Buyers and sign, execute and deliver on behalf of the Sellers, inter alia, the Xxxx of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers thereof pursuant to this Agreement and also authorizing the execution of Power(s) of Attorney to a specific person or persons empowering them to execute and deliver such documents and take such steps as may be necessary or appropriate in order to transfer and deliver the Vessel to the Buyers, such Minutes to be duly certified by a notary public and legalized by Apostille.
(e) Original written resolutions of the Shareholder(s), approving the BOD minutes or Resolutions of the Sellers under 17. A. (d) above, duly certified by a notary public and legalized by Apostille.
(f) An original Power of Attorney of the Sellers executed pursuant to the Minutes or Resolutions referred to in item 17. A. (d) hereinabove duly certified by a notary public and legalized by Apostille.
(g) An original set of a director's certificate of incumbency of the Sellers certifying the name of all present directors/officers and shareholders of the Sellers and attaching copies of all the correct and complete and up-to-date constitutional documents in full force and effect of the Sellers (Memorandum and Articles of Association) with any amendments.
(h) An original Certificate of Goodstanding of the Sellers dated no more than 10 (ten) Banking days prior to the delivery date showing the Sellers to be in good standing under the laws of the British Virgin Islands.
(i) Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Greece) confirming the delivery of the Vessel by the Sellers to the Buyers.
(j) Commercial Invoice in three (3) copies dated the delivery date, stating the full particulars of the Vessel and the Purchase Price of the Vessel signed and stamped by the Sellers.
(k) An original letter of confirmation from the Sellers stating that to the best of their knowledge the Vessel is not blacklisted by Arab Boycott League in Damascus or any other organisation, nation, government, state, country, political sub-division or union as of the delivery date.
(l) (i) A letter of undertaking by the Sellers to effect deletion from the Vessel's Registry forthwith and provide the Buyers with the original Transcript of Closed Register from the Vessel's Registry within 10 (ten) Banking days after delivery of the Vessel and to also provide the Vessel's new flag with a Closed Continuous Synopsis Record issued by the Vessel's Registry within 30 (thirty) running days after delivery of the Vessel; (ii) A copy of the Transcript of Closed Register to be provided to the Buyers on the delivery date; and (iii) a Closed Continuous Synopsis Record from the Vessel's Registry to be issued and
delivered to the Vessel's new flag administration as paragraph (o)(i) above within 30 (thirty) running days after the delivery of the Vessel (unless the Buyers waive this item (I) (i) (ii) and (iii) ).
(m) Original Class Maintenance Certificate issued by the Vessel's present Class and dated not more than 3 (three) Banking days prior to the date of delivery of the Vessel evidencing that the Vessel is class maintained without condition/recommendation.
(n) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel has not traded with or called in Israel, Cuba, Iran, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations, dated the delivery date. In case however the Vessel has traded in Israel and/or Iran, Sellers to provide an original letter of confirmation addressed to the Buyers confirming the following: i) the Vessel has not traded with or called in Cuba, Syria, North Korea or any other areas sanctioned or boycotted by the European Union and/or the United States of America and/or the United Nations and ii) that if the Vessel has traded Israel and/or Iran, this was with legal cargo for humanitarian purposes, dated the delivery date.
(o) An original letter of confirmation from the Sellers addressed to the Buyers confirming that the Vessel is entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.
(p) An original letter of confirmation from the Sellers that to the best of their knowledge the Vessel has not touched bottom or suffered any underwater damage from her last drydock up to the date of her delivery.
(q) One original letter from the Sellers confirming that any outstanding radio accounts shall be settled by the Sellers as soon as practically possible after the Vessel's delivery with no liability regarding the same to be incurred against the Buyers.
(r) Recent AGM free certificate from authorized company, if available.
(s) Most recent original Certificate for Chinese Tonnage Tax dues at no cost, if available.
(t) Any such additional documents as may be reasonably required by the Buyers' flag authorities for the purpose of transferring title and registering the Vessel, provided that the Buyers notify the Sellers of any such documents as soon as possible and in no event later than 7 (seven) days prior to the expected delivery of the Vessel.
B. In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with the following delivery documents, namely:
(a) | Copy of the Certificate of Incorporation of the Buyers, certified as true by the Buyers' Greek Legal Counsel. |
(b) | Original Good Standing Certificate of the Buyers dated no more than 7 (seven) Banking prior to the delivery date showing the Buyers to be in good standing under the laws of Liberia. |
(c) | An original set of resolutions or minutes of the Board of Directors of the Buyers authorising the purchase of the Vessel in accordance with the provisions of this Agreement, the ratification of this Agreement signed and the execution on behalf of the Buyers of (inter alia) the acceptance of the Xxxx of Sale (if applicable), a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to this Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in this Agreement such resolutions to be duly legalised by Apostille. |
(d) | An original set of an officer's certificate of incumbency of the Buyers certifying the names of all present directors/officers of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Articles of Incorporation and By-Laws (together with any amendment thereto up to and including the delivery date)). |
(e) | An original Power of Attorney of the Buyers issued in accordance with the resolutions referred to under 17. B. (c) above authorising the persons signing the documents on their behalf such power of attorney to be duly legalised by Apostille. |
(f) | Original written resolutions of the Buyers' Shareholder, approving the BOD minutes under 17. B. (c), such resolutions to be duly legalised by Apostille. |
The parties undertake to exchange drafts of the above documents and agree final formats latest 7 (seven) Banking days prior to the delivery date of the Vessel.
18. DRYDOCKING
NO DRYDOCKING CLAUSE TO APPLY AND CLAUSE 6 OF SALESFORM 1993 IS DELETED.
HOWEVER, PROMPTLY BEFORE OR AFTER THE VESSEL'S ARRIVAL AT THE DELIVERY PORT AND PRIOR TO THE VESSEL'S DELIVERY THE BUYERS HAVE THE RIGHT TO CARRY OUT AN INSPECTION OF THE VESSEL'S UNDERWATER (BELOW SUMMER LOADLINE) PARTS BY CLASS APPROVED DIVERS WITH VIDEO LINK TO THE ATTENDING CLASS SURVEYOR, SUCH DIVERS INSPECTION TO BE AT BUYERS' RISK AND EXPENSE.
BUYERS TO ADVISE SELLERS FIVE (5) DAYS PRIOR TO DELIVERY IF THEY INTEND TO CARRY OUT UNDERWATER INSPECTION. IF THE DECLARED BY SELLERS DELIVERY PORT IS NOT FEASIBLE FOR AN UNDERWATER INSPECTION, BUYERS SHALL PROMPTLY ADVISE SELLERS OF AN ALTERNATIVE PLACE NEAR TO THE DELIVERY PORT, TO BE MUTUALLY AGREED, WHERE SELLERS ARE TO MAKE THE VESSEL AVAILABLE, AT SELLERS' COST (EXCEPT FOR THE BUNKERS' COST WHICH SHALL BE BORNE EQUALLY BETWEEN THE SELLERS AND THE BUYERS), FOR SUCH AN INSPECTION. THE EXTENT OF THE INSPECTION AND CONDITIONS UNDER WHICH IT IS PERFORMED SHALL BE TO THE SATISFACTION OF THE CLASSIFICATION SOCIETY.
THE DIVERS INSPECTION TO BE CARRIED OUT IN A MANNER AND UNDER CONDITIONS CONSIDERED SUITABLE BY THE ATTENDING CLASS SURVEYOR FOR SUCH UNDERWATER INSPECTION. ATTENDANCE ARRANGEMENTS AND FEES FOR THE ATTENDING CLASS SURVEYOR SHALL BE FOR THE BUYERS' ACCOUNT AND THE COST OF THE DIVERS FOR THE BUYERS' ACCOUNT.
A) IF ANY DAMAGE IS FOUND TO THE VESSELS UNDERWATER PARTS WHICH LEADS TO IMPOSING RECOMMENDATION(S) AGAINST THE VESSEL, AND REQUIRES SAME TO BE REPAIRED PRIOR TO THE VESSEL'S NEXT DUE DRYDOCKING DATE, THEN THE SELLERS SHALL REPAIR SUCH DAMAGE TO THE SATISFACTION OF CLASSIFICATION SOCIETY AT THE SELLERS' TIME AND EXPENSE, PRIOR TO THE VESSEL'S DELIVERY TO THE BUYERS. SHOULD THE VESSEL BE REQUIRED TO DRYDOCK TO EFFECT SUCH REPAIRS TO CLASS SATISFACTION, THEN THE BUYERS SHALL HAVE THE RIGHT TO SCRAPE/PAINT THE VESSEL'S UNDERWATER PARTS AT THE BUYERS' RISK & EXPENSE WHILST THE VESSELS IS IN DRYDOCK. ALL COSTS AND MATERIALS ASSOCIATED WITH THE BUYERS' WORKS AND ANY EXTRA DRYDOCKING TIME REQUIRED FOR THE BUYERS TO CARRY OUT/COMPLETE THEIR WORKS SHALL BE FOR THE BUYERS' ACCOUNT. SUCH BUYERS' WORKS SHALL NOT INTERFERE WITH THE SELLERS' WORKS AND NOT TO DELAY THE DELIVERY OF THE VESSEL. IN THE EVENT THAT THE SELLERS HAVE COMPLETED THEIR WORKS IN THE DRYDOCK TO THE SATISFACTION OF CLASS AND THE BUYERS WORKS ARE NOT YET COMPLETED, THEN THE SELLERS HAVE THE RIGHT TO TENDER NOR FOR DELIVERY TO THE BUYERS WHILST THE VESSEL IS IN DRYDOCK. IN THE EVENT OF THE VESSEL BEING REQUIRED TO DRYDOCK FOR REPAIRS AND THERE ARE NO SUITABLE DRYDOCKING FACILITIES AVAILABLE AT THE DELIVERY PORT, THEN THE SELLERS SHALL TAKE THE VESSEL IN BALLAST TO THE NEAREST PORT/PLACE WHERE SUITABLE DRYDOCKING FACILITIES ARE AVAILABLE, AND A NEW DELIVERY PORT TO BE AGREED BETWEEN THE PARTIES. IT IS HEREBY MUTUALLY AGREED BY THE SELLERS AND THE BUYERS, THAT IN THE EVENT OF DAMAGE AFFECTING CLASS BEING FOUND DURING THE DIVERS INSPECTIONS AS MENTIONED ABOVE, THEN THE AGREED CANCELLING DATE SHALL AUTOMATICALLY BE EXTENDED BY THE ADDITIONAL TIME REQUIRED FOR THE DRYDOCKING, REPAIRS AND EXTRA STEAMING, BUT LIMITED TO A MAXIMUM OF FOURTEEN (14) RUNNING DAYS. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.
B) IF ANY DAMAGE(S) TO THE VESSEL'S UNDERWATER PARTS IS FOUND WHICH LEADS TO CLASS IMPOSING A RECOMMENDATION(S) AGAINST THE VESSEL BUT AGREE TO POSTPONE PERMANENT REPAIRS TO SAME UNTIL THE VESSEL'S NEXT DUE DRYDOCKING DATE THEN, IN LIEU OF THE SELLERS REPAIRING SUCH DAMAGE(S), THE SELLERS TO COMPENSATE THE BUYERS BY WAY OF PAYMENT IN CASH TO THE BUYERS NOMINATED ACCOUNT AND THE BUYERS SHALL TAKE DELIVERY OF THE VESSEL AS SHE IS WITH SUCH RECOMMENDATION(S) OUTSTANDING. THE SELLERS AND THE BUYERS SHALL EACH OBTAIN A QUOTATION FOR THE REPAIR OF SUCH DAMAGE FROM TWO (2) SEPARATE REPUTABLE SHIP REPAIR YARDS IN THE AREA, AND THE COMPENSATION AMOUNT TO THE BUYERS SHALL BE THE AVERAGE OF THE TWO (2) REPAIR QUOTATIONS RECEIVED BY THE BUYERS AND SELLERS RESPECTIVELY AS
MENTIONED ABOVE. CLASS ATTENDANCE FEES AND DIVERS COSTS TO BE FOR SELLERS' ACCOUNT.
19. P AND C
The terms and conditions of the sale to be kept strictly private and confidential by all parties involved, save as required otherwise by the Securities and Exchange Commission or US stock listed exchange rules applicable to the Buyers.
20. Notices
Any and all notices and communication in connection with this Agreement shall be in English in writing and shall be sent as follows:
(a)
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if to the Sellers at:
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Attention: Asteria Bagouli
Telephone: x000000000000
Fax: x000000000000
E-mail: xxxxx@xxxx.xxx
or such other address as the Sellers may notify the Buyers.
(b)
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If to the Buyers at:
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Attention: Xxxxxxxxx Xxxxxxxxx
Telephone: x00 000 0000 000
Fax: x00 000 0000000
E-mail: xxx@xxxxxxxx.xx
or such other address as the Buyers may notify the Sellers
21. Performance Guarantee
Seanergy Maritime Holdings Corp., of the Xxxxxxxx Islands ("Seanergy") guarantees the performance by the Buyer of all of its obligations under this Agreement.
22. Contracts (Rights of Third Parties) Xxx 0000
Nothing contained in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term hereof pursuant to the Contracts (Rights of Third Parties) Xxx 0000.
23. Purchase Agreement & this Agreement
This Agreement is one of the "MOAs" referred to and defined in the Purchase Agreement. If there is any inconsistency between the terms and conditions of this Agreement and the terms and conditions of said Purchase Agreement, then the terms and conditions of the Purchase Agreement shall prevail.
24. Condition Precedent to this Agreement
The obligations of the Buyer and Seanergy's performance guarantee under Clause 21 to consummate the transactions contemplated by this Agreement and take delivery of the Vessel shall be subject to the fulfillment, at or prior to the delivery date of the Vessel, of the following condition:
The Buyer shall have secured financing for the acquisition of the Vessel.
In the event that the above condition is not fulfilled at or prior to the delivery date of the Vessel, this Agreement shall forthwith become void and null and there shall be no liability on the part of any party hereto and Seanergy except that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
25. Entire Agreement
The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel.
For the Sellers
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For the Buyers
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/s/ Eirini Kritikou
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/s/ Xxxxxxxxx Xxxxxxxxx
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Name: Eirini Kritikou
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Name: Xxxxxxxxx Xxxxxxxxx
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Title: Authorized Director
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Title: Authorized Director
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