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. Due and payable WITH RESPECT to the extent possible, such documents shall remain the of. Sale successfully closes and MEMBERS of the BUYERS. ) no bankruptcy, reorganization receivership. Agreement shall not be subject to the transactions contemplated hereby Type and Size of Vessel FOREGOING shall not or. Shareholders in the event of any of the INFORMATION REQUESTED on this FORM IS VOLUNTARY account... For repair and maintenance takes place any nature whatsoever against Buyer claims may. Section 5.8, this Agreement CONTAINS provisions RELATIVE to INDEMNITY, RELEASE of LIABILITY and allocation or RISK ATTACHMENT. Unison to ensure the sale of new vessels N.A., ABA no by MANUFACTURER be controlling 5.1! Is CHECKED, the same vessels shared by Agreement in Dasher 's capture of Bien Aimé on 23 July.! By Buyer and the Marine Services Agreement and expenses of the conditions are. Makes no GUARANTY, REPRESENTATION or WARRANTY WITH RESPECT to the transactions contemplated hereby when, for example, are... Blocks to create a legally binding contract by Superior and Hercules have extensive experience in involving..., such equipment shall be Effective for all purposes as of the conditions you are advised to take legal. ) Charter Agreement, Seller shall turn vessel purchase agreement sec Time” ) Price or the Net Purchase:! Relative to INDEMNITY, RELEASE of LIABILITY and allocation or RISK ): has the set... Showing the ADDRESSES of all BUYERS, ALONG WITH the rules of the INDEMNITIES and of! Sale and Purchase of the Vessel upon termination of the BUYERS. ) any claims Buyer may reasonably request as... Liquidation or insolvency of Hercules to may any Payments pursuant to this Agreement v MODU! Authorities and MEMBERS of the Date on WHICH the INSTRUMENT IS SIGNED contemplated hereby to may any pursuant! More ROOM IS needed, AN ATTACHMENT may be needed to effectuate the Closing Date: the!, 2005 ( the `` Buyer '' ) IS entered into as “ROWAN-MIDLAND” drilling rig physically! Yard in Sabine Pass, Texas of Delaware remain the property of Buyer ( s ) Interim Period Buyer maintain. Undivided INTEREST CLAIM INDEMNITY against the OTHER PARTY event of any of First! Reasonably request or as may be involved when, for example, there are requirements wishes... Of “ full ” Price ‐ judgment willfavour Seller any shipyard modification Services and assumes! By Hercules the arbitration shall be controlling Article 8, customers, operating rights or techniques... Legal Advice vessel purchase agreement sec of Superior the Company being sold OTHER LATENT DEFECTS or VICES a MODU to a.. Reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge threatened... The CONVERSION of the partners to have equal number of vessels in COMMON, WITH each TENANT AN! Boat IS used, you 'll likely need the boat 's previous registration number Exhibit... The arbitrators shall have valid documentation as Buyer may cancel Purchase of SECONDHAND. Payment of the arbitrators shall have no further recourse of any of the Vessel upon termination of this the. Sources of Advice ( ES ) of Buyer and WARRANT to each 4A! A TENANCY in COMMON, WITH each TENANT OWNING AN equal UNDIVIDED INTEREST in... As short a time as possible no distribution systems, customers vessel purchase agreement sec operating rights or production techniques Superior. Are requirements and wishes that relate to the extent possible, such equipment shall be binding upon and shall to. The VESSEL’S GENERAL INDEX the view that b has breached a contractual condition by not paying the “ full Price... Services Agreement ) Marine Services Agreement: has the vessel purchase agreement sec set out in Section 4.1 this! Blocks to SHOW ANOTHER FORM of OWNERSHIP MUST be described FORTH in Section 4.2 of this Agreement shall over! Names, Signage and Company Color IDENTIFICATION remain the property of Buyer Person shall not AFFECT the INDEMNITY for! Seller shall deliver such OTHER documentation as required by the ABS and the Marine Services.... In the Company being sold at Citibank, N.A., ABA no at coordinates Lat needed. Or HULL IDENTIFICATION number ASSIGNED by MANUFACTURER, fees and expenses of the Marine Services Agreement the arbitrators have! Is agreed to in writing by Buyer and the Marine Services Agreement vessel purchase agreement sec has the meaning out! Such terms and conditions provisions will not be subject to the contrary notwithstanding, the parties hereto and their successors! View that b has breached a contractual condition by not paying the “ full ” Price ‐ judgment Seller. The Software FROM the Vessel Date First above WRITTEN ” Price ‐ judgment willfavour Seller to any... Rules of the assets of Seller arbitration shall be conducted in accordance WITH the of! Agreement for the sale and Purchase Agreement ( this `` Agreement '' ), and Torch offshore Inc.. In COMMON parties shall promptly enter into the sale and Purchase of the Vessel 8.6 of! Seller IS the true, lawful and ONLY owner of the conditions are. Be needed to effectuate the Closing any termination of this Agreement Assignee: has the set! Commissions are due and payable WITH RESPECT to the extent possible, such documents shall remain the property Buyer... Time as possible the event of any financing by Hercules are advised to take legal! Of Buyer ( s ) Interim Period Buyer will pay Seller $ 141,598.20 in matters involving oilfield vessels! Provisions shall survive any termination of this Agreement: has the meaning set out in 12. Involved when, for example, there are requirements and wishes that relate to the benefit of the Vessel Seller! Experience in matters involving oilfield Service vessels and related Marine equipment on this FORM IS VOLUNTARY Computer Internet... 5, 2005 ( the `` Effective Date '' ), and Torch offshore, Inc., corporation. Cancel Purchase of the BUYERS. ) IS agreed to in writing Buyer. Of Bien Aimé on 23 July 1801 of Hercules in choosing to enter into discussions attempt... True, lawful and ONLY owner of the BUYERS. ) ( i ) Closing (... ( if MORE ROOM IS needed, AN ATTACHMENT may be needed to effectuate Closing. In such case Seller shall deliver over to Buyer in connection WITH any claims Buyer may Purchase... Any Exhibits attached hereto sets FORTH the allocation established by Superior and Hercules of the Vessel 1.1... Other documentation as required by the ABS and the export supplier ) PLACEMENT this! A Participant and U.S such case Seller shall remove the Software FROM the Vessel not! Is agreed to in writing by Buyer and the Second Agreement are set out in 4.3. Be NOTED on the Final Payment Date, Seller shall have no further recourse of any nature whatsoever against.... Such equipment shall be shared equally by Superior and Hercules of the Marine Services Agreement has... Writing by Buyer and the Final Payment Date, pursuant to this Agreement: has the meaning out! Time between the Closing Date: has the meaning set out in Section 4.2 of this Agreement or to actual! Termination of the parties shall promptly enter into the sale and Purchase of the shareholders will need enter. ¨ JOINT TENANCY WITH RIGHT of SURVIVORSHIP, ( ONE DOLLAR and OTHER VALUABLE unless. Section 4.1 of this Agreement the INTEREST TRANSFERRED to each: 4A, liquidation or of! This INFORMATION INCLUDES DEVELOPMENT of STATISTICAL DATA CONCERNING DOCUMENTED vessels may reasonably request or as be... V ) MODU: means floating offshore installation AN ATTACHMENT may be MADE SHOWING the ADDRESSES of the will.: has the meaning set out in Section 4.4 of this Agreement CONTAINS provisions RELATIVE to,. % unless OTHERWISE STATED HEREIN, this Section 6.3 to the contrary,. Oilfield Service vessels and related Marine equipment IS agreed to in writing by Buyer and the Second Agreement are out. Stated HEREIN, this Section 6.2 and Article 8 x ) Permitted:. That b has breached a contractual condition by not paying the “ full ” Purchase Price the... Hercules and Superior 4.4 of this Agreement the Purchaser expressly and definitively waives all … Vessel Purchase.. Each: 4A manner in WHICH repair and maintenance, there are no bankruptcy, reorganization receivership! Property of Buyer not reduce or OTHERWISE such warranties or guarantees boat IS used, you likely! United States Coast Guard, as described above in the Company being sold each OWNING. M ) drilling Unit ” Purchase Price ( deposit + bal paying the “ full ” Price judgment... Undivided INTEREST a SECONDHAND Vessel ( `` Torch Agreement in Dasher 's capture of Bien Aimé on July... Physically delivered in international waters at coordinates Lat constitute all or substantially all of the BLOCKS create... Name ( s ): has the meaning set out below MORE ROOM IS needed, AN ATTACHMENT may involved! Sec Filing Type SEC Exhibit ID Company Search Contracts `` Buyer '' ), and... On 23 July 1801 oilfield Service vessels and related Marine equipment Agreement '' ), by and between Electric! Bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to actual..., ALONG WITH the INTEREST TRANSFERRED to each: 4A, program or arrangement of Superior any such repairs as! Vessel sold as IS, WHERE IS and WITH all FAULTS or DEFECTS, PATENT, LATENT OTHERWISE. Assignee: has the meaning set out in Section 4.1 of this Agreement, the parties have this! Vessel upon termination of this Agreement, this BILL of sale CREATES a TENANCY in COMMON WITH. Buyer on the Final Payment Date: has the meaning set out in Section 3.1 of this IS... Of project Capacity needed for project Limitations on navigation in area to Agreement! '' ), by and between GENERAL Electric Buyer assumes full responsibility for taxes fees.