Common use of Delivery and Acceptance of the Vessels Clause in Contracts

Delivery and Acceptance of the Vessels. (a) The Shipowner and the Charterer acknowledge that this Demise Charter is part of a sale/leaseback transaction and the Vessels will be in the Charterer’s possession on the Closing Date. Notwithstanding any other provision of this Demise Charter, concurrently with the acquisition of the Vessels by Owner Participant from Seller and by Shipowner from Owner Participant, subject only to Shipowner having on such day the legal ability to deliver possession of the Vessels free and clear of all Shipowner Liens, Shipowner shall be deemed to have tendered, and Charterer shall be deemed to have accepted, at such time on such date, delivery of the Vessels under this Demise Charter “AS IS, WHERE IS” in whatever condition it may be, AND IT IS AGREED THAT SHIPOWNER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO TITLE TO, AS TO THE DESIGN, CONDITION, MERCHANTABILITY OR SEAWORTHINESS OF, AS TO THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, OR AS TO THE CONSUMABLE STORES ON BOARD, THE VESSELS, OR AS TO THE FITNESS OF THE VESSELS FOR ANY PARTICULAR PURPOSE OR ANY PARTICULAR TRADE, OR ANY OTHER WARRANTY OR REPRESENTATION WHATSOEVER (except Shipowner represents and warrants only that at all times during the Term it will possess title to each Vessel transferred to it by Seller on the Closing Date free and clear of all Shipowner’s Liens), it being agreed that all such risks (except for Shipowner’s Liens) arising prior to or during the Term, as between Shipowner and Charterer, are to be borne by Charterer. Charterer’s acceptance of the Vessels under this Demise Charter, as provided in this Article 2(a), shall confirm and be conclusive evidence, as between Shipowner and Charterer, that the Vessels have been accepted by Charterer and are in compliance with all requirements of this Demise Charter, and Charterer will not assert any claim of any nature whatsoever against Shipowner or the Vessels (except as to Shipowner’s Liens) based on any of the foregoing matters in this Article 2(a).

Delivery and Acceptance of the Vessels. (a) The Shipowner and the Charterer acknowledge that this Demise Charter is part of a sale/leaseback transaction and the Vessels will be in the Charterer’s possession on the Closing Date. Notwithstanding any other provision of this Demise Charter, concurrently with the acquisition of the Vessels by Owner Participant from Seller and by Shipowner from Owner ParticipantSeller, subject only to Shipowner having on such day the legal ability to deliver possession of the Vessels free and clear of all Shipowner Liens (other than Permitted Liens), Shipowner shall be deemed to have tendered, and Charterer shall be deemed to have accepted, at such time on such date, delivery of the Vessels under this Demise Charter “AS ISas is, WHERE ISwhere is” in whatever condition it may be, AND IT IS AGREED THAT SHIPOWNER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO TITLE TO, AS TO THE DESIGN, CONDITION, MERCHANTABILITY OR SEAWORTHINESS OF, AS TO THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, OR AS TO THE CONSUMABLE STORES ON BOARD, THE VESSELS, OR AS TO THE FITNESS OF THE VESSELS FOR ANY PARTICULAR PURPOSE OR ANY PARTICULAR TRADE, OR ANY OTHER WARRANTY OR REPRESENTATION WHATSOEVER (except Shipowner represents and warrants only that at all times during the Term it will possess title to each Vessel transferred to it by Seller on the Closing Date free and clear of all Shipowner’s LiensLiens other than the Permitted Lien constituted by this Demise Charter), it being agreed that all such risks (except for Shipowner’s Liens) arising prior to or during the Term, as between Shipowner and Charterer, are to be borne by Charterer. Charterer’s acceptance of the Vessels under this Demise Charter, as provided in this Article 2(a), shall confirm and be conclusive evidence, as between Shipowner and Charterer, that the Vessels have been accepted by Charterer and are in compliance with all requirements of this Demise Charter, and Charterer will not assert any claim of any nature whatsoever against Shipowner or the Vessels (except as to Shipowner’s Liens) based on any of the foregoing matters in this Article 2(a).