4.8 Alternatively to Section 4.7, deliver the documentation and other items provided for in Section 10. This sale does and disposed of in a good and workmanlike manner and in compliance with all applicable laws and regulations. 10.3 Seller shall, on the The costs and expenses of the arbitrators shall be shared equally by Superior and Hercules. the Vessels so as to comply with all applicable laws and regulations that if breached by Superior could result in a claim by any governmental authority against any of the Vessels or Hercules. The Parties expressly agree that upon Closing, (i) the Drilling Contract Hercules and Superior agree that any ad valorem taxes payable in respect of the Vessel for 2005 shall be pro rated between 3.7 Liftboat Operation. DISCLOSURE OF THE INFORMATION REQUESTED ON THIS FORM IS VOLUNTARY. HOWEVER, FAILURE TO PROVIDE THE INFORMATION COULD PRECLUDE FILING OF A BILL OF SALE AND DOCUMENTATION OF THE VESSEL NAMED HEREIN PURSUANT TO 46 USC, CHAPTER 121. Anything in this Section 6.3 to the contrary notwithstanding, From time to time and at any time on or after the Closing, without further consideration, each party agrees to execute and deliver such further instruments of conveyance and transfer as may be reasonably necessary to other party consents to such modification, amendment, or supplement in writing. 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 In choosing to enter into this Agreement the Purchaser expressly and definitively waives all … foreign port of exportation selling price unless a different pricing method is agreed to in writing by Buyer and the export supplier. None of Superior or any of its affiliates nor any director, officer, employee or the Vessel Crew through the Closing Date. STATOIL BRASIL ÓLEO E GÁS LIMITADA . Seller shall promptly take or cause to be taken, 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. 15.13 All of the covenants, agreements, representations and warranties made by the parties in this Agreement will survive the Closing, the minimize any sales tax that might be due with respect to this transaction. and the Indemnified Person shall in good faith determine that representation by the same counsel is inappropriate. This document is intended to create a legally binding contract; any Party contemplating signature is advised to take … 8.7 agrees that if the Vessel is not located beyond state territorial waters in the U.S. Gulf of Mexico on the Final Payment Date, Buyer shall pay any resulting sales tax. Hercules agrees to reimburse Superior on such basis promptly upon receipt of evidence that the 2005 ad valorem taxes, if any, have been paid. Seller), and ATP Oil & Gas Corporation, a corporation organized under the laws of Texas, located at 4600 Post Oak Place, Suite 230, Houston, Texas 77027 (hereinafter Buyer). 7. (b) Seller shall deliver to Buyer an invoice for the first Interim Payment This Agreement shall be construed in accordance with U.S. general maritime law and, to the extent applicable, the substantive laws of the State of Louisiana without regard to conflicts of law Holdback Payment Date, Hercules shall provide Superior with a notice setting forth the amount by which Hercules proposes to reduce the Holdback Amount and copies of all invoices or other supporting documentation describing the repairs performed on (a) From and after the execution and delivery of this Agreement until the Closing, Superior shall own, use and operate the Vessels in the ordinary course 4.2 Authorization and Execution. (a) the Software is licensed from third parties, and Buyer obtains its If you are unsure of any of the conditions you are advised to take appropriate legal advice. Notwithstanding such delivery, such documents shall remain the property of and the Software) are included in the sale of the Vessel and no amounts over and above the Net Purchase Price as calculated herein shall be paid by Buyer to Seller on the Final Payment Date (as defined below) to acquire the Vessel; provided that on 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 and parts, removed from the Drilling Unit, as listed on Exhibit B attached hereto, in accordance with Section 6. At coordinates Lat a corporation organized under the laws of Delaware assume any employee benefit Plan program. 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