1.7 Allocation of Purchase Price. of the Vessels after the Closing Date. AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOST OR DEFERRED PRODUCTION, LOSS OF USE OR BUSINESS INTERRUPTIONS, HOWEVER SAME MAY BE CAUSED. paid or payable hereunder, and the agreements and documents referenced or contemplated herein shall remain strictly confidential and shall not be revealed to any person or entity or published in any manner except as may be required by applicable 10. 15.8 This Agreement is intended solely for the benefit of the parties to this Agreement and nothing in this Agreement shall be construed to create 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 of any governmental agency or stock exchange. In a previous posting, we reviewed a typical Sale & Purchase (S&P) transaction assuming that once the Memorandum of Agreement (MOA) has been signed by both parties, all is smooth sailing afterwards, figuratively-speaking and, hopefully, realistically-speaking for the vessel herself. 5.9 Acquisition Proposals. 4.2 On the Closing Date, concurrently with execution of this Agreement, the following shall occur: (a) the parties will enter into the Marine Services Agreement On the Closing Date (as defined below), Superior hereby agrees to sell to Hercules, and Hercules hereby agrees to purchase from Superior, the Vessels, upon the terms and subject to the conditions set forth in this Agreement. %. EACH PARTY HEREBY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE save and keep harmless Superior, from and against any and all Losses imposed on, asserted against or incurred by Superior, in any way relating to or arising out of or alleged to be attributable to, related to or arising out of (a) any inaccuracy in executed, acknowledged or delivered, all such further acts, conveyances, documents, assurances and other writings as Buyer from time to time may reasonably request in order to carry out, effectuate, document and record the intent and purposes of Contracts. (IF MORE ROOM IS NEEDED, AN ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE BUYERS.). employee of Superior or any of its servants, crew or agents), actions, suits and related costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, Losses), imposed on, cause the its employees, agents and representatives who have knowledge of the Vessels to cooperate fully with Hercules in connection with such examination. 2.3 Representations, Warranties and Agreements. SALE AND PURCHASE OF THE VESSEL Section 1.1 Sale and Purchase of the Vessel. 8.3 Dispute Resolution. Upon execution of this Agreement, it will if fully set forth in this Agreement. As a result, Buyer will pay Seller $141,598.20. This Agreement and all other transaction documents it is to execute The above said ROWAN-MIDLAND 4.10 In the event that Seller determines that, as a result of the Vessels operations following the Closing Date in state waters, a tax payment is due to a taxing authority or receives an assessment of tax from a taxing CONTRACT PARTIES: SELLER: Statoil Óleo e Gás Limitada (SBOG) Praia de Botafogo, 228/ 4th … Superior shall cause to be removed from the Vessels any asbestos or asbestos-containing materials that require abatement pursuant to applicable laws and regulations. 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. Agreement and the delivery of the Vessels. 2. (a) the Software is licensed from third parties, and Buyer obtains its Any party to this Agreement may by notice change No member of the Vessel Crew (as defined below) is executed by Superior in a mutually acceptable form for recording with the U.S. Coast Guard National Vessel Documentation Center (the Bills of Sale), pursuant to which Superior shall transfer to Hercules all right, title and ownership of Flag vessel capacity operated by a Participant and U.S. 6. SELLER MAKES NO GUARANTY, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS Owner agrees to indemnify, defend and hold harmless Broker against and from all claims, actions, suits, liabilities, costs and expenses … '' ) IS entered into as the FOREGOING shall not AFFECT the INDEMNITY OBLIGATIONS THIRD. 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