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FORM OF
MEMORANDUM OF AGREEMENT
 
 
Original
 
 
MEMORANDUM OF AGREEMENT
 
Norwegian Shipbroker’s 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
Revised 1966, 1983 and 1986/87.
 
 
 Dated:    ______________________________
 
_______________________________________ 
hereinafter called the Sellers, have agreed to sell, and
 
 
 
 
 
___________________________________________________ , Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
hereinafter called the Buyers, have agreed to buy the
2
   
Name:  __________________________________________
3
   
Classification Society/Class:
 
4
     
Built:
By:
5
     
Flag:
Place of Registration:
6
     
Call sign:
Grt/Nrt:
7
     
Register Number:
 
8
     
hereinafter called the Vessel, on the following terms and conditions:
9
   
Definitions
10
   
"Banking days" are days on which banks are open both in the country of the currency.
11
Stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.
12
"in writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,
13
a registered letter, telex, telefax or other modern form of written communication
14
"Classification Society" or "Class" means the Society referred to in line 4
15
   
1.
Purchase Price:
USD _______________________________________cash on delivery, without any deductions into Sellers' nominated  bank account with Sellers nominated first class international bank
16
       
2.
Deposit
17
   
As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%
18
(ten percent) of the Purchase Price within 3 (three) banking days after all subjects lifted and after signing a fax copy by both Buyers and Sellers of this Agreement.
19
This deposit shall be placed with Sellers nominated international 1st class bank,
20
and held by them in an interest bearing joint account for the Sellers and the Buyers, to be released in accordance
21
with joint written instructions of the Sellers and the Buyers.  Interest, if any, to be credited to the
22
Buyers.
23
Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.
24
   
 

3.
Payment
25
   
The said Purchase Price shall be paid in full free of bank charges to Sellers account with Sellers same nominated international 15t class bank as per Cl. 2
26
on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect
27
physically ready for delivery in accordance with the terms and conditions of this
28
Agreement and Notice of Readiness has been given in accordance with Clause 5.
29
   
4.
Inspections
25
   
a)*
The Buyers have inspected and accepted the Vessel's classification records.  The Buyers
31
 
have also inspected the Vessel at/in __________________ on ____________________                              
32
 
and have accepted the Vessel following this inspection and the sale is outright and
33
 
definite, subject only to the terms and conditions of this Agreement.
34
   
b)*
The Buyers shall have the right to inspect the Vessel's classification records and declare
35
 
whether same are accepted or not with in March 18th, 2005
36
     
 
The Seller shall provide for inspection of the Vessel at/in Cristobal on 10th March 05
37
     
 
The Buyers shall undertake the inspection without undue delay to the Vessel.  Should the
38
 
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.
39
 
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers
40
 
During the inspection, the Vessel's deck and engine log books shall be made available for
41
 
examination by the Buyers.  If the Vessel is accepted after such inspection, the sale shall
42
 
become outright and define, subject only to the terms and conditions of this Agreement,
43
 
provided the Sellers receive written notice of acceptance from the Buyers within 72 hours
44
 
after completion of such inspection.  March 18th, 2005
45
 
Should notice of acceptance of the Vessel's classification records and of the Vessel not be
46
 
received by the Sellers as aforesaid, the deposit together with interest earned shall be
47
 
released immediately to the Buyers, whether this Agreement shall be null and void.
48
     
 
4 a) and 4b) are alternatives; delete whichever is not applicable.  In the absence of
49
 
deletions, alternative 4a) to apply.
50
     
5.
Notices, time and place of delivery
51
     
a)
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall
52
 
provide the Buyers with 21, 15 , 10, 7 and 5 days notice of the estimated time of arrival at
53
 
the intended place of drydocking/underwater inspection/delivery and 3, 2, 1 days definite notices of the date Sellers expect the vessel to be ready for delivery.  Intended delivery port to be nominated concurrently with the 15th and 7th days notices.  When
54
 
the Vessel is at the place of delivery and in every respect physically ready for delivery in
55
 
accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
56
 
 

 
 
     
b)
The Vessel shall be delivered and taken over free of cargo and charter safely afloat at a safe and accessible port or berth or anchorage at/in
57
 
Euromed, UK Cont, incl. Baltic Sea, Caribs, USAC, USG, USWC, ECC
58
 
area in the Sellers' option or any other safe port/berth as mutually agreed.
59
 
Expected time of delivery:  The vessel shall be between ___________________________                                                                                         in Seller's option
60
 
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14):  June 15th 2005 in Buyers' option
61
     
c)
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
62
 
Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in
63
 
writing stating the date when they anticipate that the Vessel will be ready for delivery and
64
 
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the
65
 
option of either cancelling this Agreement in accordance with Clause 14 within 7 running
66
 
days of receipt of the notice or of accepting the new date as the new cancelling date.  If the
67
 
Buyers have not declared their option within 7 running days of receipt of the Sellers'
68
 
notification or if the Buyers accept the new date, the date proposed in the Sellers'
69
 
notification shall be deemed to be the new cancelling date and shall be substituted for
70
 
the cancelling date stipulated in line 61.
71
 
If this Agreement is maintained with the new cancelling date all other terms and conditions
72
 
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
73
 
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any
74
 
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by
75
 
The original cancelling date
76
     
d)
Should the Vessel become an actual, constructive or compromised total loss before
77
 
delivery the deposit together with interest earned shall be released immediately to
78
 
the Buyers whereafter this Agreement shall be null and void
79
     
6.
Drydocking / Divers Inspection
80
     
a)**
The Seller shall place the Vessel in drydock at the port of delivery for inspection by the
81
 
Classification Society of the Vessel's underwater parts below the deepest load line, the
82
 
extent of the inspection being in accordance with the Classification Society's rules.  If the
83
 
rudder, propeller, bottom or other underwater parts below the deepest load line are found
84
 
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made
85
 
good at the Sellers' expense to the satisfaction of the Classification Society without
86
 
condition/recommendation*.
87
     
b)**
(i)           The Vessel is to be delivered without drydocking. However, the Buyers shall
88
 
have the right at their expense to arrange for an underwater inspection by a diver approved
89
 
by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
90
 
cost make the Vessel available for such inspection. The extent of the inspection and the
91
 
conditions under which it is performed shall be to the satisfaction of the Classification
92
 
Society. If the conditions at the port of delivery are unsuitable for such inspection, the
93
 
Sellers shall make the Vessel available at a suitable alternative place near to the delivery
94
 
port.
95
     
 
(ii)           If the rudder, propeller, bottom or other underwater parts below the deepest load
96
 
line are found broken, damaged or defective so as to affect the Vessel's class, then unless
97
 
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
98
 
shall arrange for the Vessel to be drydocked at their expense for inspection by the
99
 
Classification Society of the Vessel's underwater parts-below the deepest load line, the
100
 
extent of the inspection being in accordance with the Classification Society's rules. If the
101
 
 

 
 
 
rudder, propeller, bottom or other underwater parts below the deepest load line are found
102
 
broken, damaged or defective so as to affect the Vessel's class, such defects shall be
103
 
made good by the Sellers at their expense to the satisfaction of the Classification Society
104
 
without condition/recommendation*.  In such event the Sellers are to pay also for the cost of
105
 
the underwater inspection and the Classification Society's attendance.
106
     
 
(iii)           If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-
107
 
docking facilities are available at the port of delivery, the Sellers shall take the Vessel
108
 
to a port where suitable drydocking facilities are available, whether within or outside the
109
 
delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall
110
 
deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the
111
 
purpose of this Clause, become the new port of delivery. In such event the cancelling date
112
 
provided for in Clause 5 b) shall be extended by the additional time required for the
113
 
drydocking and extra steaming, but limited to a maximum of 14 running days.
114
     
c)
If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
115
     
 
(i)           the Classification Society may require survey of the tailshaft system, the extent of
116
 
the survey being to the satisfaction of the Classification surveyor.  If such survey is not
117
 
required by the Classification Society, the Buyers shall have the right to require the tailshaft
118
 
to be drawn and surveyed by the Classification Society, the extent of the survey being in
119
 
accordance with the Classification Society's rules for tailshaft survey and consistent with
120
 
the current stage of the Vessel's survey cycle. The Buyers shall declare whether they
121
 
require the tailshaft to be drawn and surveyed not later than by the completion of the
122
 
Inspection by the Classification Society. The drawing and refitting of the tailshaft shall be
123
 
arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
124
 
defective so as to affect the Vessel's class, those parts shall be renewed or made good at
125
 
the Sellers' expense to the satisfaction of the Classification Society without
126
 
condition/recommendation*.
127
     
 
(ii)           the expenses relating to the survey of the tailshaft system shall be borne
128
 
by the Buyers unless the Classification Society requires such survey to be carried out, in
129
 
which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses
130
 
if the Buyers require the survey and parts of the system are condemned or found defective
131
 
or broken so as to affect the Vessel's class*.
132
     
 
(iii)           the expenses in connection with putting the Vessel in and taking her out of
133
 
drydock, including the drydock dues and the Classification Society's fees shall be paid by
134
 
the Sellers if the Classification Society issues any condition/recommendation* as a result
135
 
of the survey or if it requires survey of the tailshaft system.  In all other cases the Buyers
136
 
shall pay the aforesaid expenses, dues and fees.
137
     
 
(iv)           the Buyers' representative shall have the right to be present in the drydock, but
138
 
without interfering with the work or decisions of the Classification surveyor.
139
     
 
(v)           the Buyers shall have the right to have the underwater parts of the Vessel
140
 
cleaned and painted at their risk and expense without interfering with the Sellers' or the
141
 
Classification surveyors work, if any, and without affecting the Vessel's timely delivery.  If,
142
 
however, the Buyers' work in drydock is still in progress when the Sellers have
143
 
Completed the work which the Sellers are required to do, the additional docking time
144
 
needed to complete the Buyers' work shall be for the Buyers' risk and expense.  In the event
145
 
that the Buyers' work requires such additional time, the Sellers may upon completion of the
146
 
Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock
147
 
and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether
148
 
the Vessel is in drydock or not and irrespective of Clause 5 b).
149
     
*
Notes, if any, in the surveyor's report which are accepted by the Classification Society
150
 
without condition/recommendation are not to be taken into account.
151
 
 

 
     
**
6 a) and 6 b) are alternatives; delete whichever is not applicable.  In the absence of deletions,
152
 
Alternative 6 a) to apply
153
     
7.
Spares/bunkers, etc.
154
     
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on
155
Shore and on order at the time of physical inspection.  All equipment/spare parts and spare equipment including full communication equipment, spare anchors, navigational and computer equipment, wireless installations and navaids, spare tail-end shaft(s) and/or spare
156
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or
157
unused, whether on board or not shall become the Buyers' property, but spares are to be
158
excluded at no extra cost.  Forwarding charges, if any, shall be for the Buyers' account.  The Sellers are not required to
159
replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which
160
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the
161
property of the Buyers.  The radio installation and navigational equipment shall be included in the sale
162
without extra payment if they are the property of the Sellers.  Unused stores and provisions shall be
163
included in the sale and be taken over by the Buyers without extra payment.  Any running/maintenance system and their logs concerning the vessel to be included in the sale.  Furthermore broached and unbroached stores (including unbroached paint) as on board to be included in the sale.
164
   
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the
165
Sellers' flag or name, provided they replace same with similar unmarked items.  Library, forms, etc,
166
exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's,
167
Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,
168
as well as the following additional items (including items on hire):
169
 
crew recreational equipment incl. Crew's personal PC's and laptops
certificates which Sellers have to return to issuing authorities according to law, but Buyers to have the right to take copies of such certificates
log books, but Buyers to have the right to take copies of same
Iridium Crew satellite telephone
Unitor gas bottles
Chartco equipment
Videotel library
Chartco equipment
 
   
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks (oil shall not have passed through the vessels system) and
170
sealed drums and pay at Sellers' last paid net contract price after discounts as evidenced by supporting invoices/vouchers the current net market price (excluding barging expenses) at the port and date
171
of delivery of the Vessel
172
Payment under this Clause shall be made at the same time and place and in the same currency as
173
the Purchase Price.  Bunkers on board are Pool's property and shall be taken over without payment to Sellers, as the ship will remain In the pool.
174
   
8.
Documentation see Cl. 17.
175
   
The place of closing:  Hamburg or Monaco, to be mutually agreed
176
   
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery
177
documents namely:  Buyers and Sellers shall within 10 days after date of signing MoA provide a list of closing documents which are to be mutually agreed and attached to the MoA as an addendum.
178
 
 

 
 
   
a)
Legal Bill of Sale in a form recordable in _____________ (the country in which the Buyers are)
179
 
to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages
180
 
and maritime liens or any other debts or claims whatsoever, duly notarially attested and
181
 
legalized by the cousul of such country or other competent authority.
182
     
b)
Current Certificate of Ownership issued by the competent authorities of the flag state of
183
 
the Vessel
184
     
c)
Confirmation of Class issued within 72 hours prior to delivery.
185
     
d)
Current Certificate issued by the competent authorities stating that the Vessel is free from
186
 
registered encumbrances
187
     
e)
Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of
188
 
deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the
189
 
registry does not as a matter of practice issue such documentation immediately, a written
190
 
undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a
191
 
Certificate or other official evidence of deletion to the Buyers promptly and latest within 4
192
 
(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.
193
     
f)
Any such additional documents as may reasonably be required by the competent authorities
194
 
for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such
195
 
documents as soon as possible after the date of the Agreement
196
     
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
198
Buyers.
199
   
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as-well-as-all
200
plans etc., which are on board the Vessel.  Other certificates which are on board the Vessel shall also
201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the
202
Buyers to have the right to take copies.  Other technical documentation which may
203
Be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so
204
request.  The Sellers may keep the Vessels log books but the Buyers to have the right to take
205
copies of same.
206
   
9.
Encumbrances
207
   
The Sellers warrant that the Vessel, at the time of delivery, is free from any and all charters, encumbrances, Mortgages, and maritime liens and taxes or any other debts or claim whatsoever.
208
The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made
209
against the vessel which have been incurred prior to the time of delivery.
210
 
211
 

 
   
10.
Taxes, etc.
212
   
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag
213
shall be for the Buyers' account, whereas similar charges in connection with the closing of the Sellers'
214
register shall be for the Sellers' account.
215
   
11.
Condition on delivery see also Cl. 22
216
   
The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is
217
Delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
218
delivered and taken over as she was at the time of inspection, fair wear and tear excepted.  However, the
219
Vessel shall be delivered with her class maintained without notation/ condition/ recommendation*,
220
free of average damage affecting the Vessels class, and with all of her classification certificates, trading certificates and
221
national / international certificates, as well as all other certificates the Vessel had at the time of inspection, clean, valid and
222
unextended without notation/condition/recommendation* by Class or the relevant authorities for a minimum period of 6 (six) months at the time of
223
delivery.
224
"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4a) or 4b), if
225
applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over
226
without inspection, the date of this Agreement shall be the relevant date.
227
   
*
Notes, if any, in the surveyor's report which are accepted by the Classification Society
228
 
without condition/recommendation are not to be taken into account.
229
     
12.
Name / markings
230
   
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
231
   
13.
Buyers' default
232
   
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this
233
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses
234
incurred together with interest.
235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
236
cancel the Agreement, in which case the deposit together with interest earned shall be released to the
237
Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further
238
compensation for their losses and for all expenses incurred together with interest.
239
   
14.
Sellers' default
240
   
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready
241
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have
242
the option of cancelling this Agreement provided always that the Sellers shall be granted a
243
maximum of 3 banking days after Notice of Readiness has been given to make arrangements
244
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before
245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
246
made physically ready again in every respect by the date stipulated in line 61 and new Notice of
247
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect
248
to cancel this Agreement the deposit together with interest earned shall be released to them
248
immediately .
250
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready
251
 
 

to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for
252
their loss and for all expenses together with interest if their failure is due to proven
253
negligence and whether or not the Buyers cancel this Agreement.
254
   
15.
Buyers' representatives
255
   
After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers
256
have the right to place two representatives on board the Vessel at their sole risk and expense upon
257
arrival at on or about
258
These representatives are on board for the purpose of familiarisation and in the capacity of
259
observers only, and they shall not interfere in any respect with the operation of the Vessel.  The
260
Buyers' representatives shall sign the Sellers' letter of indemnity P+l indemnity form prior to their embarkation.
261
   
16.
Arbitration
262
     
a)*
This Agreement shall be governed by and construed in accordance with English law and
263
 
any dispute arising out of this Agreement shall be referred to arbitration in London in
264
 
accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or
265
 
re-enactment thereof for the time being in force, one arbitrator being appointed by each
266
 
party. On the receipt by one party of the nomination in writing of the other party's arbitrator,
267
 
that party shall appoint their arbitrator within fourteen days, failing which the decision of the
268
 
single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree
269
 
they shall appoint an umpire whose decision shall be final.  Disputes of less than USD 50.000. (Fifty Thousand US Dollars) to be settled in accordance with LMAA's small claims procedure.
270
     
b)*
This Agreement shall be governed by and construed in accordance with Title 9 of the
271
 
United States Code and Law of the State of New York and should any dispute arise out of
272
 
this Agreement, the matter in dispute shall be referred to three persons at New York, one to
273
 
be appointed by each of the parties hereto, and the third by the two so chosen; their
274
 
decision or that of any two of them shall be final, and for purpose of enforcing any award, this
275
 
Agreement may be made a rule of the Court.
276
 
The proceedings shall be conducted in accordance with the rules of the Society of Maritime
277
 
Arbitrators, Inc. New York.
278
     
c)*
Any dispute arising out of this Agreement shall be referred to arbitration at
279
 
___________________________________________, subject to the procedures applicable there
280
 
The laws of _____________ shall govern this Agreement.
281
     
*
16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.  In the absence of
282
 
deletions, alternative 16 a) to apply.
283
     
     
Clause 17 to 21 both inclusive as herewith attached shall form an integral part of this Memorandum of Agreement.
 

 
 
 

 
 

Appendix to Memorandum of Agreement dated ________________
MT _________________



Cl. 17
The Sellers to assist the Buyers and provide all information and copies of all Certificates that may be reasonably required for the Buyers registration and/or Change of flag.
 
 
At the time of delivery , Sellers to hand over one complete set of manuals/instruction books and plans/drawings pertaining to 'Colin Jacob' and her equipment on board. A further set of such documents, in addition to all other technical documentation the Sellers have in their possession, shall be delivered to the Buyers' office, with forwarding costs, if any, for Byuers' account.
 
Cl. 18
The Sellers confirm that to the best of their knowledge the vessel is not, and will not be at the time of delivery, blacklisted by any port, terminal, nation or organisation and is eligible for trading to/bunkering in any part of the world.

Cl. 19
Vessel to continue to be traded in the Jacob-Scorpio Tanker Pool with an extended lock-in period of three years, provided the Pool remains in existance as provided in the Pool Agreement. The new Principals are not to time-charter out the vessel unless the Pool so decides.
 
 
A seperate Supplement Agreement hereto will be issued and signed by both prior to signing this Memorandum of Agreement.
 
Cl. 20
The details of the sale to be kept private and confidential as long as possible. should, however, details of the sale become known or reported on the market, neither the Buyers, nor the Sellers shall have the right to withdraw from the sale or fail to fulfil their obligations under this Memorandum of Agreement.

Cl. 21
At the time of delivery the vessel and all her equipment (incl. Tank Cleaning System and segregated ballast tanks) to comply with Marpol, USCG and IMO-regulations as evidenced by statutory certificates.



On behalf of the Sellers
 
 
On behalf of the Buyers
 
 
 
 
 
 
 
 
 
 
 
 

 


 
 

 
 
 
Addendum No. 1
to the
MOA dates _______________ – MT ________________
made between
 
 ___________________ (the Sellers)
 
and
             ___________________ (the Buyers)

It has been today mutually agreed between the Sellers and the Buyers that following documents are to be provided by Sellers respectively Buyers as per Clause 8 of the above mentioned Memorandum of Agreement at the time of delivery.

 
I.
List of documents to be provided by the Sellers

 
1.
Bill of sale (3 originals) notarised and in a form acceptable to the Marshall Islands Maritime Authority
 
2.
Certified Minutes of the Board of directors approving the sale of the vessel and the MOA and appointing relevant attorneys to attend the closing meeting and the physical delivery of the vessel and to sign all relevant documentation (including but not limited to the MOA, the protocol of delivery and acceptance, the deposit release letter, etc.)
 
3.
Certified Power of attorney
 
4.
Extract from the public registry
 
5.
Copies of the Articles of Association/by laws in German
 
6.
Transcript of registry showing that the vessel is registered in the name of the Sellers and free of any registered encumbrances dated as of the date of closing (to be faxed with originals to follow)
 
7.
Deletion certificate issued by the registry from which the vessel is presently registered (to be faxed with original to follow)
 
8.
Confirmation of class issued within 72 hours prior to delivery (after underwater survey)
 
9.
Letter confirming no blacklisting (clause 18 of the MOA)
 
10.
Letter confirming that the vessel has not touched bottom since per delivery to the sellers and/or her last dry-dock
 
11.
List of outstanding guarantee claims
 
12.
Within 15 days from the delivery of the Vessel, one copy of the Vessel's current complete CSR File certified by the flag administration from which the vessel is being transferred

 
II.
List of documents to be provided by the Buyers

 
1.
Minutes of the Board of directors (with signatures to be certified by a Notary Public in Monaco) approving the purchase of the vessel and the MOA and appointing relevant attorneys to attend the closing meeting and the physical delivery of the vessel and to sign all relevant documentation (including but not limited to the MOA, the protocol of delivery and acceptance, the deposit release letter, etc.)
 
2.
Power of attorney (with signatures to be certified by a Notary Public in Monaco)
 
4.
Certificate of Goodstanding
 
5.
Copies of the Articles of Association/by laws
 
6.
Certificate of Incumbency
 
7.
Payment Letter

 
On behalf of the Sellers
 
 
On behalf of the Buyers
 
 
 
 
 
 
 
 
 
 
 

Date __________________
 


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