Memorandum of Agreement dated --th -----------, 2012
(hereinafter “the MOA”)
(hereinafter “the Sellers”)
(separately each and jointly hereinafter “the Buyers”)
In respect to the Sale and Purchase of the vessel
(hereinafter “the Vessel”)
NOW IT IS HEREBY AGREED AS FOLLOWS:
This Addendum No.1 dated --th ----------- 2012 is supplemental to and an integral part of the MOA entered between the Sellers and the Buyers in --th ----------- 2012.
The Sellers shall furnish the Buyers with the following sale documents in exchange for payment of the Purchase Price at the time of closing:
Two (2) original Bills of Sale, in British Form No. 10A, transferring all the shares in the Vessel warranting that the vessel is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The bill of sale shall be signed by a person authorized by the Sellers whose signature shall be notarised and legalized by the Panamanian Consulate.
Original certificate of ownership and encumbrances, dated not earlier than three (3) business days prior to delivery and confirming the current ownership of the vessel and that the vessel is free from registered encumbrances.
Protocol of delivery and acceptance in duplicate (one for Sellers and one for Buyers), to be signed by the duly authorized attorney of the Sellers and the Buyers at the closing stating place and time of delivery.
Commercial invoice in duplicate showing the Vessel’s particulars and purchase price, to be marked fully paid simultaneously with full payment of Purchase Price and signed by the duly authorized attorney of the Sellers.
Commercial invoice in duplicate for the bunkers and lubricants on board the Vessel at the time of delivery, to marked fully paid simultaneously with payment and signed by the duly authorized attorney of the Sellers.
Letter from the Sellers addressed to the Buyers, dated on the date of delivery, confirming that to the best of the Sellers’ knowledge and belief,the vessel under present ownership is not blacklisted by any nation, union organisation such as ITF or equivalent Arab Boycott League in Damascus and vessel is not banned ship resulting of several detention of vessel’s by PSC..
Sellers to provide a letter of comfort addressed to the Buyers, dated on the date of delivery, confirming that to the best of the Sellers’ knowledge the vessel has not touched bottom since the vessel’s underwater parts were last surveyed on --th ----------- 2012
Class maintenance certificate of the Vessel in original issued not earlier than three (3) banking days prior to delivery showing Vessel with her present class maintained.
Copies of all CSRs (continuous Synopsis Records). Originals to remain on board,
Copies of the following Vessel’s class/trading certificates (national/international):
Vessel's certificate of registry;
Radio Station Licence;
Minimum Safe Manning Certificate;
International Tonnage Certificate;
Safety Construction Certificate;
Safety Equipment Certificate;
Safety Radio Certificate;
Air Pollution Certificate;
Safety Management Certificate;
Document of Compliance;
International Ship Security Certificate;
Continuous Synopsis Record.
sold bulk cargo certificate
last psc& American coast guard inspections
certificate of loading grian in bulk
class status/ class recommendation of any
11. Original recent certificate of goodstanding of the Sellers issued in English.
12. Original minutes of special meeting of Sellers’ board of directors:
(a) approving and ratifying the MOA and Addendum no. 1 (including any later Addenda which may be agreed) and all the terms of the sale of the vessel to Buyers;
(b) naming the person(s) authorized to sign any and all further addenda to the MOA, the bill of sale, the Protocol of Delivery and Acceptance and receive the Purchase Price and physically deliver the Vessel to the Buyers and generally to sign, execute and deliver any other document and do any other matter or thing for giving effect to the foregoing;
(c) authorizing the issue of a power of attorney;
duly legalized by the Panamanian Consulate.
13. Original power of attorney of the person(s) authorized to sign the bill of sale, any and all further addenda to the MOA, the Protocol of Delivery and Acceptance, to receive the Purchase Price and physically deliver the Vessel to the Buyers and generally to sign, execute and deliver any other document and do any other matter or thing for giving effect to the foregoing, duly legalized by the Panamanian Consulate.
14 .Irrevocable confirmation letter to be issued on the date of closing by the Sellers confirming that there are no pending wages of crew, Agent fees, flag dues, Class fees and operation company up to the date of delivery .
15. Undertaking to provide closed CSR within ten business days after the date of delivery.
16. Letter of Undertaking issued by the Sellers guaranteeing that the vessel at the time of delivery, is free from all Charters, Encumbrances, Taxes, Mortgages, Maritime Liens, Maritime Claims, Port State Control Detentions, Arrests and/or other debts and/or claims whatsoever.
The Buyers shall furnish the Sellers with the following documentation at the time of delivery:
Original Goodstanding Certificate issued by a competent authority dated not more than seven (7) days before the day of delivery of the Vessel showing that the company has been duly incorporated, it is in Goodstanding and the names of directors/officers/representatives.
Minutes of Meeting of the directors of the Buyers, signed by all the directors approving the purchase of the Vessel under the terms of the MOA, authorizing the signing and delivery of all documents required for the purchase of the Vessel, appointing attorneys to act in connection therewith, pay the purchase price and authorizing issuance of the Power of Attorney referred to in 3 below. Such minutes to expressly provide for the appointment of an attorney in fact of the Buyers who will be authorized to take all action necessary on Buyers’ behalf for acceptance of the Bill of Sale, payment of the purchase price, signing of the Protocol of Delivery and Acceptance, collection of all delivery documents. Such minutes to be notarised, legalized and apostilled by ---------( the country which the owner company incorporated)
Power of attorney issued in accordance with the minutes under 2 above appointing attorneys in fact to act in connection with the purchase of the Vessel having the powers referred in the minutes above under No. 2. Such POA to be notarised, legalised and apostilled by ---------( the country which the owner company incorporated).
All closing documents and certificates to be in English language or supported by an official translation in English language, except for documents issued by the Vessel’s flag administration in its official language.
In the rest, all other terms and conditions of the MOA to remain in full force.
THE SELLERS THE BUYERS