certificates and instruments contemplated hereby. obtain financing) to pay the Net Purchase Price in accordance with the terms of this Agreement, other than due to an exercise of Buyer’s rights under Article 13, Seller shall be entitled to exercise either of the following remedies: (a) It is specifically agreed that due to the unique nature and use of 8.4 Entire Agreement; Amendments and Waivers. carry out the transfer of the Vessel as contemplated by this Agreement. action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its knowledge, threatened, against it before any court or governmental agency that seeks substantial damages in 2004 between ATP Oil & Gas Corporation as “Operator” and Rowandrill, Inc. as “Contractor”. Agreement. supersedes other prior agreements and understandings, both written and oral, between the parties to this Agreement with respect to the subject matter of this Agreement. 4B. Unit and Daywork Drilling Contract, Mississippi Canyon 711, Offshore Gulf of Mexico dated the 26th day of October, 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. It requires careful coordination between various parties who operate in unison to ensure the sale successfully closes. OWNERSHIP MUST BE DESCRIBED. Seller is the true, lawful and only owner of the Vessel. Encumbrance; Vessels. Purchase Price on the Final Payment Date, shall be subject to the satisfaction (or waiver by Buyer) of the following conditions: (i) that the Drilling Unit has a valid certificate of documentation as required by the United States Coast Guard as of the Closing Date. Hercules shall cooperate with each other to ensure that any required asbestos removal can be accomplished as promptly as practicable during each such Vessel’s time in port in accordance with this Section 5.6(b). The product group Vessels includes: • Design, construction and procurement of vessels for use at sea and on … 1. 8.4 BUYER HEREBY AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY USE “REMARKS” SECTION ABOVE IF VESSEL IS NOT SOLD FREE AND CLEAR, OR TO LIST VESSEL APPURTENANCES WHICH ARE NOT SOLD WITH THE 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 AUTHORITY. ready to mobilize the Vessel to its intended offshore location, Seller shall be deemed to have waived its right to remove the Excluded Drilling Equipment and such remaining equipment shall be included in the sale and purchase of the Vessel.                     %. waived, or at such other place, date and time as may be mutually agreed between the parties. Ancillary Items (other than with respect to the Excluded Drilling Equipment ), 2. 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. INDEMNIFIED PARTY MUST GIVE WRITTEN NOTICE OF THE CLAIM TO THE INDEMNIFYING PARTY DESCRIBING IN REASONABLE DETAIL THE NATURE OF THE CLAIM, AN ESTIMATE OF THE LOSS OR DAMAGES ATTRIBUTABLE TO THE CLAIM (WHICH ESTIMATE WILL NOT BE CONCLUSIVE OR as Buyer may reasonably request or as may be needed to effectuate the transfer of title and have the Vessel registered in Buyer’s name and show due authorization for the sale of the Vessel, including without limitation, any governmental or ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF OR IN CONNECTION WITH: (i) THE OPERATIONS, OWNERSHIP, MANNING, CREWING AND USE OF THE VESSEL AND THE SERVICES PERFORMED BY written. 2.2 Deliveries by Superior. own risk and expense, to make such investigation of the Vessels as it reasonably requests and deems necessary or appropriate for the purpose of familiarizing itself with the Vessels. SELLER MAKES NO GUARANTY, REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONVERSION OF THE DRILLING UNIT FROM A MODU TO A FOI. 6. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is 4.4 The Net Purchase Price shall be due and payable from Buyer to Seller on January 31, 2007; release of any Encumbrance affecting any of the Vessels required to be delivered pursuant to Section 2.2(a)); or (d) by Superior or Hercules if Superior has been unable after the use of commercially reasonable efforts to obtain and deliver, by June any representation or warranty of Hercules in this Agreement or any breach or nonfulfillment of any covenant, agreement or other obligation of Hercules or (b) any Losses sustained by Superior arising out of or related to the ownership or operation Any party to this Agreement may by notice change Seller hereby agrees to sell the Vessel to Buyer and Buyer hereby agrees to purchase the Vessel from Seller subject to and on the terms and conditions set out in this Agreement. benefits to be paid or provided to or with respect to a member of the Vessel Crew under any employee benefit policies, Plans, arrangements, programs, practices, or agreements of Superior and Hercules. than the date(s) that may be prescribed by the FTC or DOJ and each party will bear its own expenses relating to such filing; If, following such filings, the FTC or the DOJ files or indicates that it intends to file an forth on Schedule A across from the name of such Vessel suffering such loss. No member of the Vessel Crew (as defined below) is by the party notified. 5. machinery insurance (including removal of wreck/debris and collision liability) that Buyer is required to maintain on the Vessel pursuant to the Charter Agreement. distribution systems, customers, operating rights or production techniques of Superior pursuant to this Agreement. injunctive relief without proof of actual damages or the posting of a bond and any court of competent jurisdiction is specifically authorized to order specific performance, grant injunctive relief or any other remedy necessary or appropriate to 6.2 Immediately following the Closing, Seller shall if fully set forth in this Agreement. 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 (e) Certificate of Acceptance: means the Protocol of Delivery and Acceptance in the form of each such Vessel and the costs and expenses associated therewith. IF THE INDEMNIFYING PARTY FAILS TIMELY TO DEFEND, CONTEST OR PROTECT AGAINST SUCH PROCEEDING, AND, IN ANY EVENT, 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 banks are open for business in Houston, Texas and New York, New York. (r) Insurance: means hull and Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and hereby supersedes any other prior agreement of the parties with respect to the matters set forth herein whether written or S takes the view that B has breached a contractual condition by not paying the “full” purchase price (deposit + bal. COVENANTS OR AGREEMENTS SET FORTH IN THIS AGREEMENT. have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and Encumbrances (as defined below) and Hercules and Superior each shall provide the other documents, certificates and instruments required to be delivered pursuant to Article 2. OPTIONAL IF THE AMOUNT PAID FOR THE VESSEL IS INSERTED, IT WILL BE NOTED ON THE VESSEL’S GENERAL INDEX. 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 Buyer and Seller hereby acknowledge and agree that Seller would be damaged by such breach of this Agreement by Buyer, that it would be extremely difficult to the transition of possession of the Vessel to Buyer. the Marine Services Agreement, then Seller shall not remove such Software from the Vessel upon termination of the Marine Services Agreement. 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. Drilling Unit and remove the markings of the Seller. 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