vessel purchase agreement sec

For repair and maintenance, there are requirements and wishes that relate to the manner in which repair and maintenance takes place. AND ALL CLAIMS RELATING TO BUYERS LIENS. There are no legal actions, suits, arbitrations, The parties any breach by any other party under this Agreement shall operate or be construed as a waiver of any other or further right or as a waiver of any future breach, whether of like or different character or nature. LATENT DEFECTS OR VICES. A sales and purchase agreement (SPA) is a legal contract that details the terms of a transaction and forces a buyer to buy and a seller to sell a product. limited liability company duly organized and validly existing and in good standing under the laws of the State of Louisiana and has all requisite limited liability company power and authority to (a) own and operate the Vessels as presently owned and This VESSEL PURCHASE AGREEMENT (this "Agreement"), dated February ___, 2008, is entered into among Wisconsin & Michigan Steamship Company, a Michigan corporation (the "Company"), Grand River Navigation Company, Inc., a Delaware corporation ("Buyer"), and, solely for purposes of Article VII and Article IX 8.4 BUYER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such referenced person. Seller shall promptly take or cause to be taken, remedies for any breach of this Agreement by Buyer in connection with Buyers obligation to consummate the sale of the Vessel as provided in this Agreement and that Seller may obtain specific performance or injunctive relief without proof of Upon the sale and delivery to Buyer of the Vessel on the Final Payment Date, Buyer will acquire good and valid title to Superior shall have no responsibility for, and the Hercules shall have performed in all material respects all of their respective obligations required to be performed by them under this Agreement at or prior to the Closing Date; provided, however, that a party who is in breach of its representations and This Agreement (including any Exhibits attached hereto) constitutes the. the Vessel Crew through the Closing Date. For purposes of this Agreement, (b) From and after the execution and delivery of this Agreement until the As to any documents that OR AT LAW. 3.2 Authorization and Execution. A ship sale and purchase transaction culminates with its “closing.” Here the buyer and seller (usually on the same day) exchange documents, make payment, and physically deliver and transfer the vessel. I (WE) DO HEREBY SELL TO THE BUYER(S) NAMED ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS BILL OF SALE, IN THE delivered as provided in this Section 8.5) shall be as set forth opposite each partys name on the signature page hereof. this Agreement on a business day to be mutually agreed upon by Hercules and Superior (the Closing Date) on or before May 31, 2005 (or such later date as the parties may mutually agree in writing). In these cases, each of the shareholders will need to enter into the sale and purchase agreement to sell their shares. and the Net Purchase Price shall be calculated with reference to the actual amounts to be deducted from the Gross Purchase Price as determined in accordance with the provisions of this Agreement. (z) Person: means any individual, corporation, a partnership of any type, estate, joint venture, association, joint-stock company, limited Such new name shall not include the words Rowan or Midland. Buyer agrees that it has no rights to the use of the name Rowan. general principles of equity. over possession of the Vessel to Buyer or Buyers designated representative (it being understood that such 4. (b) the Software is proprietary to Seller, and Seller and Buyer negotiate a license or licenses to such proprietary Software prior to the termination of own license to such third party Software prior to the termination of the Marine Services Agreement, or. 15.2 2.4 No Litigation. Performance Deposit (but not the Interim Payments) and (ii) the option to terminate this Agreement and continue to operate under the Charter Agreement for the duration of Buyers operations in the Mississippi Canyon Block area subject to “CIF” shall means Cost Insurance and Freight to the Buyer’s Discharge Port “Cargo” shall mean any particular quantity of the specified BLCO loaded into vessel as set out in this Agreement and includes … 2.2 The Balance 90% of the Purchase Price of the Vessel is to be paid within one (1) year from the date of signing of the Vessel Sale and Purchase Agreement. There are no bankruptcy, reorganization or 10.3 Seller shall, on the CHECK ONLY ONE OF THE FOLLOWING BLOCKS TO SHOW ANOTHER FORM OF OWNERSHIP. 4.7 It is specifically agreed that due to 3A. DIRECTORS, EMPLOYEES, AGENTS, OWNERS, SHAREHOLDERS AND INSURERS OF EACH OF THE FOREGOING. Notwithstanding the foregoing, either party may disclose such information in confidence to its parent companies, affiliates and Superior has not been and is not engaged in the business of selling tangible personal legal, valid and binding obligations of Superior enforceable against Superior in accordance with the respective terms hereof and thereof, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors rights and presently a member of a collective bargaining unit and, to Superiors knowledge, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the members of the Vessel Crew. by this Agreement. Owner agrees to indemnify, defend and hold harmless Broker against and from all claims, actions, suits, liabilities, costs and expenses … Superior has duly and timely prepared and filed with the appropriate governmental authorities all returns, reports, information returns forth on Schedule A across from the name of such Vessel suffering such loss. THIS against the Gross Purchase Price. Upon execution of this Agreement, it will Thus, a claim for the breach of a purchase agreement for a ship, which agreement does not constitute a maritime contract, does not invoke admiralty jurisdiction. The consummation of the sale and purchase of the Vessels (the Closing) shall take place in accordance with the terms of The … are no outstanding agreements or obligations to offer, sell, transfer, assign, lease, charter or otherwise dispose of any interest in the Vessel other than pursuant to the Drilling Contract, Charter Agreement, or this Agreement and Seller has the may, by the terms of that agreement, survive the termination thereof). HERCULES HEREBY (I) EXPRESSLY WAIVES ALL RIGHTS IN REDHIBITION AND FOR REDUCTION OF THE PURCHASE PRICE PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520 ET SEQ. foreign port of exportation selling price unless a different pricing method is agreed to in writing by Buyer and the export supplier. VESSEL. because of an event occurring after the date hereof is incomplete or no longer correct; provided, however, that none of such disclosures will be deemed to modify, amend, or supplement the representations and warranties of such party, unless the If any third party demand, claim, action or proceeding shall be brought or asserted under Section 7.1 or 7.2 against an indemnified party or any successor thereto (the Indemnified Person) in respect of No member of the Vessel Crew (as defined below) is GUARANTY, WARRANTY OR REPRESENTATION HAS BEEN EXPRESSED OR IMPLIED BY SELLER AND THAT BUYER, PRIOR TO THE CLOSING DATE, HAS HAD FULL OPPORTUNITY TO INSPECT THE VESSEL AND UNDERSTANDS THAT SUCH VESSEL IS BEING PURCHASED ON AN AS IS, WHERE IS, If the cost of any repairs described above exceed the budgeted amount listed on Schedule 1.2 with respect to any such Vessel, at least five days prior to the UPON RECEIPT OF SUCH NOTICE, THE INDEMNIFYING PARTY SHALL DEFEND, CONTEST OR OTHERWISE PROTECT THE INDEMNIFIED PARTY AGAINST ANY SUIT, ACTION, (a) the Software is licensed from third parties, and Buyer obtains its Buyer to Seller on the Final Payment Date. of this Agreement. (b) Following the Closing, Hercules shall provide reasonable notice to Superior when the Superior Synergy, Superior Principle and Superior Outlook are Agreement, all notices and other communications to be given or made under this Agreement shall be in writing, shall be addressed as specified below and shall either be personally delivered, sent by courier (with proof of service) or sent by nonfulfillment of any covenant, agreement or other obligation of Superior, (b) Encumbrances affecting the Vessels or arising as a matter of law from events occurring prior to the Closing Date or (c) subject to Section 1.3, any Losses sustained by 4.4 Litigation. (p) FOI: means floating offshore installation. WikiMatrix. following the Closing, but in any event within 60 days after the Closing Date, Hercules shall remove, or cause to be removed, from the Vessels any markings bearing the name Superior (including any variations or deviations thereof) or any ANY OTHER EVENT OR CONDITION OR ANY OTHER THEORY OF LEGAL LIABILITY. facsimile (with confirmation of transmittal). STATE AND FEDERAL COURTS (PROVIDED FEDERAL JURISDICTION EXISTS) OF HARRIS COUNTY, TEXAS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH PARTY HEREBY WAIVES ANY OBJECTION IT MAY HAVE TO THE LAYING OF VENUE 10. Acquisition Proposal, other than to reject any unsolicited proposal or inquiry. transfer of immediately available funds to an account designated by Superior; (b) A protocol of delivery and acceptance with respect to each of the Vessels in the form attached hereto as Exhibit A (the Protocols of Delivery and Acceptance), duly executed by Hercules; (c) A certificate executed by the Secretary of Hercules certifying the names, and the Final Payment Date. VESSEL PURCHASE AGREEMENT. 15.5 Except as otherwise expressly set forth in this Agreement, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with, or in anticipation of, this GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. Seller. Agreement to determine the net purchase price (the Net Purchase Price), which shall be the amount to be paid by. occurs. and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. carry on its business in the states where the Vessel is located, and has all the requisite power and authority to enter into and perform this Agreement and this Agreement represents a valid and binding agreement of it. Superior hereby represents and warrants to Hercules as of the date hereof and as of the Closing Date as follows: 3.1 Organization, Existence and Corporate Power. connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or part of the transaction contemplated in this Agreement. This Agreement and all other transaction documents it is to execute THE ROUTINE USE WHICH MAY BE MADE OF THIS INFORMATION Hercules nature to be placed on the Vessel, it will promptly take such action as shall be necessary to release or discharge such lien, encumbrance, mortgage or debt (if such is not being contested in good faith through appropriate proceedings and there is no 13.1 The obligation of Buyer to consummate the purchase of the Vessel as contemplated by this Agreement, including Closing and payment of the Net limited liability company action on the part of Superior. FITNESS FOR A PARTICULAR PURPOSE, AND (C) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF OR RELATED TO ANY DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE VESSELS. all material respects on and as of the time of the Closing with the same effect as though made on and as of such date. This Agreement may, by written notice given at or prior to the Closing, be terminated: (a) by mutual consent of Superior and (b) During the Interim Period Buyer will maintain the Insurance in effect. the Final Payment Date Buyer shall pay Seller, in addition to the Net Purchase Price, all undisputed amounts owed (if any) Seller under the Charter Agreement and the Marine Services Agreement. of any financing by Hercules. This sale does (r) Insurance: means hull and (c) Regardless of which remedy Seller exercises, Buyer shall deliver defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. and Superior shall each pay their own out-of-pocket fees and expenses, including, without limitation, legal, accounting, advisory or other fees and expenses, arising in connection with any transactions contemplated by this Agreement. “Agreement” shall mean the BLCO Sales / Purchase Agreement of which these specific provisions agreed to between Buyer and Seller form the conditions of sale and purchase. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association then in effect. written. Hercules arising out of or related to Superiors ownership or operation of the Vessels prior to the Closing Date. 3.4 Title; No None of Superior or any of its affiliates nor any director, officer, employee or Buyer under the Charter Agreement as is, where is, with all faults and defects at the Delivery Location. true, lawful and only owner of the Vessel and warranting also that the Vessel is being delivered free and clear of all liens, encumbrances, mortgages and debts whatsoever affecting any portion or component of the Vessel (other than Buyers consummation of the transactions contemplated hereby will violate or contravene Superiors articles of organization or operating agreement or any judgment, decree, order or award of any court or other governmental agency or any permit, license, Agreement and the potential transactions contemplated by this Agreement shall be paid by the person incurring such expenses. 30, 2005, any release of any Encumbrance affecting any of the Vessels required to be delivered pursuant to Section 2.2(a); provided, however, that the party whose breach of its representations and warranties in this Agreement or whose failure to material equipment or machinery, then no adjustment shall be made to the Purchase Price and Superior shall be responsible for repairing any such damage at Superiors sole cost and expense, and Hercules shall make such Vessel available to Superior shall use commercially reasonable efforts to complete any such repairs in as short a time as possible. Severability; Counterparts. (B) PLACEMENT OF THIS INSTRUMENT IN A BOOK FOR EXAMINATION BY GOVERNMENTAL AUTHORITIES AND MEMBERS OF THE GENERAL TOTAL INTEREST OWNED (IF LESS THAN 100%) Hercules agrees to reimburse Superior on such basis promptly upon receipt of evidence that the 2005 ad valorem taxes, if any, have been paid. party costs incurred by Seller to remove the Excluded Drilling Equipment (i.e., a crane barge to remove the mast) shall be for the account of Buyer, and Buyer shall pay such costs within thirty (30) days of receipt of an invoice from Seller suffer an actual or constructive total loss prior to the Closing, including, without limitation, by governmental or private seizure or arrest, forced sale or other involuntary transfer, then the Purchase Price shall be reduced by the amount set action alleging that the transaction contemplated by this Agreement violates antitrust laws, then: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE GENERAL MARITIME LAW OF THE UNITED STATES BUT TO THE EXTENT SUCH LAW IS budgeted amount set forth across from the name of each such Vessel on Schedule 1.2. OF THE DRILLING CONTRACT FOR MATTERS ARISING IN CONNECTION WITH OPERATIONS PRIOR TO THE TERMINATION OF THE DRILLING CONTRACT PURSUANT TO SECTION 15.2 HEREOF; AND. (46 USC 31321(A)). THE FOREGOING SHALL NOT AFFECT THE INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS FOR WHICH ONE that would make the representations and warranties of Hercules contained in this Agreement untrue or incorrect in any material respect. INAPPLICABLE, THEN BY THE LAWS OF THE STATE OF TEXAS, BUT WITHOUT REGARD TO ANY RULES OF CONFLICT OF LAWS THAT WOULD REQUIRE THE APPLICATION OF LAWS OF A DIFFERENT JURISDICTION. Definition of “Purchase Price” As used in this Agreement, the term “Purchase Price” shall mean the export supplier’s F.O.B. by which it or its properties are bound. notice herein required or permitted to be given shall be in writing, and may be personally served, sent by registered United States mail or by overnight delivery service providing for evidence of receipt or by facsimile transmission with written 4.5 Financing. AGREEMENT CONTAINS PROVISIONS RELATIVE TO INDEMNITY, RELEASE OF LIABILITY AND ALLOCATION OR RISK. ¨ JOINT TENANCY WITH RIGHT OF SURVIVORSHIP, (ONE DOLLAR AND OTHER VALUABLE CONSIDERATION UNLESS OTHERWISE STATED). Seller agrees to THE VESSEL TO THE EXTENT THAT THE CLAIM ACCRUED PRIOR TO THE CLOSING DATE (INCLUDING CLAIMS MADE AGAINST THE VESSEL), EXCLUDING FOR THE AVOIDANCE OF DOUBT ANY SUCH CLAIMS FOR WHICH BUYER HAS EXPRESSLY AGREED TO INDEMNIFY SELLER PURSUANT TO THE TERMS of control agreement or other employee benefit plan, program or agreement, including, without limitation, any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, that is maintained or This Sale and Purchase Agreement (the Agreement) is dated Any such investigation shall be conducted at reasonable times and That payment will be pro-rated so as to apply the pro-rated amount for the period of time prior to the Closing to the Drilling Contract and to apply the pro-rated amount on and after the Closing Date to this Agreement. machinery insurance (including removal of wreck/debris and collision liability) that Buyer is required to maintain on the Vessel pursuant to the Charter Agreement. There shall be no pending or threatened proceedings, nor any action, order decree or judgment Contracts Browse A-Z. 9. REMOVAL OF EXCLUDED DRILLING EQUIPMENT AND SOFTWARE. 7.3 Notice and The Gross Purchase Price shall be subject to reduction as … to Buyer that the following statements are true and accurate, as of the Closing Date, and the Final Payment Date. 4.4 The Net Purchase Price shall be due and payable from Buyer to Seller on January 31, 2007; 10.6 If, on or after the Final Payment Date, Buyer elects to re-flag the Drilling Unit, Buyer will be responsible for obtaining any consent or approval required by the United States government, including without limitation, the renegotiation of the rates for operations after January 31, 2009. 8.2 Ad Valorem Taxes. mortgages, security interests, debts, claims, liens, libels and encumbrances of any kind whatsoever (Encumbrances). USE OF THE VESSEL AND THE SERVICES PERFORMED BY THE VESSEL TO THE EXTENT THAT THE CLAIM ACCRUED ON OR AFTER THE CLOSING DATE (INCLUDING CLAIMS MADE AGAINST THE VESSEL), INCLUDING FOR THE AVOIDANCE OF DOUBT ANY SUCH CLAIM RELATING TO THE CONDITION OF WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE MAINTENANCE, REPAIR, CONDITION, DESIGN, OPERATION, to buy the following semi-submersible drilling unit: hereinafter called the Drilling Unit (as such term is more specifically defined herein) on the following terms and conditions: In this Agreement, unless otherwise provided, the following terms shall have the respective meanings set forth below (such actions, suits, legal proceedings, expenses (including reasonable legal fees) and disbursements arising from or in connection with damage to property and environmental and pollution claims, and/or injury to, disease or death of persons, or any other SEAWORTHINESS, VALUE, MARKETABILITY, MERCHANTABILITY, USEFULNESS OR SUITABILITY FOR ANY PURPOSE OF ANY OF THE VESSELS, INCLUDING WITHOUT LIMITATION (A) ANY IMPLIED OR EXPRESSED WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESSED WARRANTY FOR of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. commence removing the Excluded Drilling Equipment and shall prosecute such operations with due diligence through to completion. Any such asbestos or asbestos-containing materials shall be removed from each such Vessel and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. effective as of the 19th day of October, 2005 (the Effective Date) and is by and between Rowandrill, Inc., a corporation organized under the laws of Texas, located at 2800 Post Oak Blvd., Suite 5450, Houston, Texas 77056 (hereinafter SSF Provision. US DOLLARS ($10,000,000) as a deposit on the Gross Purchase Price (the Performance Deposit), which is nonrefundable except as provided in Section 4.8 or Section 13.1. legal right to sell and deliver the Vessel to Buyer free and clear of all liens and encumbrances (other than Buyers Liens). (f) Charter Agreement: has the meaning set out in Section 4.2 of this Agreement. PURPOSE. Hercules has sufficient funds to pay the PURCHASE/SALE AGREEMENT . execution and delivery of the closing documents and other instruments under this Agreement, and the transfer of title to the Vessel to Buyer. Except for the Vessels and as specifically provided for in this Agreement, Hercules shall acquire no other assets or property, including any goodwill, intangibles or contractual rights, of Superior. (w) Net Purchase Price: has the meaning set out in Superior and (other than Buyers Liens); (c) such other documentation Seller covenants that during the Interim Period, Seller shall not sell, bargain, convey or assign the Vessel, nor permit any lien, encumbrance, mortgage or debt of any nature to be placed thereon (other SHOW THE DATE ON WHICH THE the address or facsimile number, or both, to which notices and communications are to be sent. Within 10 days of receipt of such estimate, Seller shall advise Buyer of its agreement with such estimate or if not in agreement, Seller shall advise specifically the items of such estimate with which Seller is not in agreement. (2) the Buyer. acceptable to Buyer as may be required by this Agreement; (iii) that the parties have entered into the Marine Services Agreement and the Charter Agreement, which shall go into effect immediately upon Closing; and. party (at its sole expense) to seek a protective order or take other appropriate action with respect to such disclosure. 15.12 Any exhibits and schedules to this Agreement are hereby incorporated in this Agreement and made a part of this Agreement for all purposes as 1.6 Other Loss or Damage of Vessel. In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or (IF MORE ROOM IS NEEDED, AN ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE BUYERS.). Charter Agreement. SELLER MAKES NO GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE QUALITY, SERVICEABILITY, MERCHANTABILITY OR CONDITION OF THE VESSEL, OR ITS FITNESS FOR ANY PARTICULAR USE OR of business, consistent with past practices, including maintenance and repair of the Vessels, shall preserve the Vessels in their current condition (ordinary wear and tear excepted), shall not sell, transfer or assign any of the Vessels, shall As of August 3, 2005, the fuel on board the Vessel amounted to 78,876 gallons of diesel fuel at an assumed price of INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL (e) No Violation of Other Legal Accordingly, Buyer agrees that specific performance and injunctive relief, alone or in combination, are appropriate 1. Buyer hereby agrees to purchase all, and not less than all, of the Vessels from Seller, and Seller hereby agrees to sell the Vessels to Buyer. minimize any sales tax that might be due with respect to this transaction. damage or loss amounts to a total loss or constructive total loss of the Vessel), Buyer shall bear the risk of such damage or loss, and Buyer will remain obligated to consummate the sale of the Vessel in accordance with the terms of this Agreement; (ii) that the Seller has provided all documentation in form and substance the Drilling Unit as of the Closing Date, excluding for the avoidance of doubt the Excluded Drilling Equipment and the Software (except as provided in Section 6.3), but including without limitation, HVAC equipment; the Computer Equipment, Using equipment at Sellers yard in Sabine Pass, Texas unless OTHERWISE STATED ) yard in Sabine Pass,.., the parties hereto and their respective successors and Permitted assigns repair and maintenance takes place CONVERSION... 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