EXHIBIT 10.3
Dated 8th September 1995
(1) BP EXPLORATION OPERATING COMPANY LIMITED
(2) READING & XXXXX (CALEDONIA) LIMITED
AGREEMENT
for the sale and purchase of Semi-Submersible
Emergency Support Vessel Iolair
Clause INDEX
1. DEFINITIONS AND INTERPRETATION
2. SALE AND PURCHASE
3. CONSIDERATION
4. COMPLETION
5. PAYMENTS
6. CONDITION OF THE VESSEL; RISK; TITLE
7. REPRESENTATIONS AND WARRANTIES
8. ANNOUNCEMENTS
9. ASSIGNMENT
10. COSTS AND STAMP DUTY
11. CONFIDENTIALITY
12. MISCELLANEOUS
13. CONTRACTS AND APPORTIONMENTS
14. NOTICES
15. GOVERNING LAW AND JURISDICTI0N/ARBITRATION
Schedule
1. THE MORTGAGE
2. THE DEED OF COVENANT
3. THE XXXX OF SALE
4. THE PROTOCOL OF DELIVERY AND ACCEPTANCE
5. THE COMPLETION DOCUMENTS
6. THE PARENT COMPANY GUARANTEE
7. THE EQUIPMENT
8. THE EXCLUDED ITEMS
THIS AGREEMENT is made this 8th day of September 1995
BETWEEN:
(1) BP EXPLORATION OPERATING COMPANY LIMITED whose registered
office is at Xxxxxxxxx Xxxxx, 0 Xxxxxxxx Xxxxxx, Xxxxxx, XX0X
0XX ("the Seller"); and
(2) READING & XXXXX (CALEDONIA) LIMITED whose registered
office is at Xxxxxx House, 0 Xxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxx XX0 0XX ("the Buyer ").
WHEREAS:
(A) The Seller is the registered owner of the Vessel (as
hereinafter defined);
(B) The Seller wishes to sell and the Buyer wishes to purchase
the Vessel (as hereinafter defined);
(C) The parties hereto wish to set out herein the terms and
conditions upon which the aforesaid sale and purchase shall
take place:
NOW IT IS HEREBY AGREED:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following expressions shall, except
where the context otherwise requires, have the following
respective meanings:
"Affiliate" means in relation to any Party, any company which
is a subsidiary of such Party or a company of which such Party
is a subsidiary or a company which is another subsidiary of a
company of which such Party is a subsidiary; where
"subsidiary" has the meaning given to it by Section 736 of the
Companies Xxx 0000;
"Xxxx of Sale" means a xxxx of sale in respect of the Vessel
substantially in the form set out in Schedule 3;
"Business Day" means a day on which banks are or, as the
context may require, were generally open for business in
London and Aberdeen, other than a Saturday or Sunday;
"Completion" the fulfillment by the Parties of their
respective obligations pursuant to Clause 4.1;
"Completion Date" means the date and year first above written;
"Completion Documents" means documents substantially in the
form set out in Schedule 5;
"Completion Venue" means the offices of the Seller, Xxxxxxx
Xxxxxxxxxx Xxxxxx, Xxxx, Xxxxxxxx XX0 XXX;
"Consideration" means the consideration for the sale of the
Vessel as specified in Clause 3.1;
"Continuing Contracts" means:-
(a) Marine Management Agreement dated 1st January, 1989
between the Seller and Northern Marine Management Limited;
(b) Catering Services Agreement dated 13th September, 1991
between the Seller and Xxxxxx International Services Limited;
(c) Crane Operator and Ad-Hoc Maintenance Services Agreement
dated 12th August, 1994 between the Seller and Specialist
Maintenance Services Limited; and
(d) Services Agreement between the Seller and Gulf Offshore
N.S. Limited dated 30th September, 1994;
as such agreements may from time to time have been
amended, novated, assigned or novated;
"Deeds of Covenant" means deeds of covenant between inter alia
the Buyer and the Seller in substantially the form contained
in Schedule 2;
"Delivery" means the delivery of the Vessel pursuant to this
Agreement which shall be deemed to have occurred upon delivery
of the Xxxx of Sale referred to in Clause 4.1 of this
Agreement;
"Equipment" means the Vessel's engines, machinery, boats,
tackle, outfit, spare gear, belongings and appurtenances
whether on board or onshore and shall include the equipment
referred to in Schedule 7 but shall not include the Excluded
Items;
"Excluded Items" means the items to be excluded from the sale
and purchase to be completed hereunder and specified as such
in Schedule 8;
"Mortgages" means mortgages over the Vessel by the Buyer in
favour of inter alia the Seller in substantially the form
contained in Schedule 1;
"Opinion Letters" means opinion letters by Xxxxxxxx, Laden &
Finger PA, 0 Xxxxxx Xxxxxx, XX Xxx 000, Xxxxxxxxxx, Xxxxxxxx,
XXX to the Seller in a form reasonably acceptable to the
Seller;
"Owners Data" means all documents, classification, inspection
and other certificates, technical and operating manuals
relating to the Vessel and owned by the Seller including those
held on behalf of the Seller by BP Shipping Limited, XX Xxxxxx
and Lloyds Register (at its Aberdeen and Fenchurch Street,
London offices);
"Parent Company Guarantees" means guarantees by Reading &
Xxxxx Corporation in favour of inter alia the Seller in
substantially the form contained in Schedule 6;
"Party" means the Seller or the Buyer and "Parties" means both
of them;
"Protocol of Delivery and Acceptance" means the protocol of
delivery and acceptance in respect of the Vessel substantially
in the form set out in Schedule 4;
"Reference Interest Rate" means eight per cent (8%) per annum;
"Seller's Account" means Account Number 00000000 at Xxxxxxxx,
000 Xxxxxx, Xxxxxx in the name of "BP Exploration Operating
Company Limited - Operations";
"Time of Delivery and Acceptance" means the time stated in the
Protocol of Delivery and Acceptance;
"the Vessel" means the semi-submersible Emergency Support
Vessel Iolair, registered in Dundee, United Kingdom,
Registered Number 376461 together with the Equipment and the
Owner's Data but excluding the Excluded Item;
"US Dollars" means the lawful currency of the United States of
America;
"Value Added Tax" means Value Added Tax as provided for in the
Value Added Tax Xxx 0000 and legislation (whether purported
legislation and whether delegated or otherwise) supplemental
thereto or in any primary or subordinate legislation
promulgated by the European Community or any official body or
agency thereof or any tax similar or equivalent to Value Added
Tax imposed by any Country other than the United Kingdom and
any similar or turnover tax replacing or introduced in
addition to any of the same.
1.2 All references to Clauses, Recitals and Schedules are,
unless otherwise expressly stated, references to
clauses of and recitals and schedules to this
Agreement.
1.3 The headings in this Agreement are inserted for
convenience only and shall be ignored in construing
this Agreement.
1.4 Any reference to any statute or statutory instrument
in this Agreement shall be a reference to the same as
amended, supplemented or re-enacted from time to time.
1.5 Unless the context otherwise requires, reference to
the singular shall include the plural and vice versa,
reference to any gender shall include all genders, and
references to persons shall include natural persons,
bodies corporate, unincorporated associations and
partnerships.
2. SALE AND PURCHASE
Subject as herein provided the Seller with full title
guarantee hereby agrees to sell the Vessel to the Buyer for
the Consideration and the Buyer agrees to purchase the Vessel
free from all charters, encumbrances, mortgages and maritime
liens or any other debts or liens whatsoever.
3. CONSIDERATION
3.1 The Consideration payable by the Buyer for the Vessel
shall be Twelve Million Five Hundred Thousand US
Dollars ($12,500,000) to be payable as follows and in
accordance with Clause 4.4:
3.1.1 Two Million Five Hundred Thousand US Dollar
($2,500,000) payable at Completion;
3.1.2 Two Million Five Hundred Thousand US Dollars
($2,500,000) together with interest accrued thereon at
the Reference Interest Rate between the Completion
Date and the date of payment (both dates inclusive)
payable on 6th September 1996;
3.1.3 Seven Million US Dollars ($7,000,000) together with
interest accrued thereon at the Reference Interest
Rate between the Completion Date and the date of
payment (both dates inclusive) payable on 6th
September, 1998;
3.1.4 Five Hundred Thousand US Dollars ($500,000) together
with interest accrued thereon at the Reference
Interest Rate between the Completion Date and the date
of payment (both dates inclusive) payable on 6th
September, 2000:
PROVIDED THAT the Buyer may at its sole discretion elect to
pre-pay the outstanding balance of the Consideration in full
(but not in part) at any time before it becomes due by giving
not less than fourteen days notice in writing to the Seller
and paying the amount of such outstanding balance together
with interest accrued thereon at the Reference Interest Rate
between the Completion Date and the date of payment (both
dates inclusive) in accordance with Clause 4.4.
3.2 The following events shall be deemed to be Events of
Default namely if:-
3.2.1 the Buyer fails to pay when due any sum due and
payable from it to the Seller under this Agreement and
not remedied in five (5)Business Days of notice being
given by the Seller to the Buyer of such failure; or
3.2.2 an order is made or a resolution (whether requiring
confirmation or not) is passed for the winding up of
the Buyer; or
3.2.3 an execution or arrest or diligence or distress is
levied on, sued out upon or enforced against any asset
of the Buyer and is not paid and discharged within
thirty (30) days; or
3.2.4 the Buyer suspends payment of its debts, becomes
unable or admits in writing its inability to pay its
debts, makes a general assignment for the benefit of
or enters into any composition or arrangement of any
kind with its creditors, ceases or threatens to cease
to carry on business or disposes of all or (without
the prior written consent of the Seller) a substantial
part of its assets; or
3.2.5 a receiver, administrator, administrative receiver or
trustee is appointed to the Buyer over all or
substantially all of its assets; or
3.2.6 there occurs any of the events specified in Clauses
3.2.2 to 3.2.5 or any event analogous thereto in
relation to Reading & Xxxxx Corporation; or
3.2.7 the Vessel is lost (whether such loss is an actual or
constructive total loss or a compromise or arranged or
agreed total loss) abandoned, captured, seized,
confiscated compulsorily, acquired or requisitioned
for title; or
3.2.8 the Buyer fails to make a payment of any other
indebtedness when due or any event, act or condition
occurs or exists under any document under which any
such indebtedness is created or evidencing the terms
thereof if the effect thereof is to cause the same to
become due or permit any person to declare the same
due prior to its normal maturity or to create or
crystallise any encumbrance over the whole or any part
of the undertaking, property, assets or revenues of
the Buyer; and on the happening of any such Event of
Default the full amount outstanding under this
agreement together with any interest of the Reference
Interest Rate accrued thereon between the Completion
Date and the date of payment (both dates inclusive)
shall become immediately due upon demand being made by
the Seller.
4. COMPLETION
4.1 Completion of the sale and purchase of the Vessel
shall take place on the Completion Date at the
Completion Venue when:-
(a) the Buyer shall:-
(i) deliver to the Seller a copy, certified as
a true and up to date copy by an officer
of the Buyer, of a resolution of the Board
of Directors of the Buyer evidencing
approval of this Agreement and all
obligations of the Buyer hereunder,
authorising the appropriate representive
to execute and deliver this Agreement, the
Mortgages, the Deeds of Covenant, the
Completion Documents and such other
documentation as shall be necessary in
connection with the transaction
contemplated hereby and to give all
notices and take all other action on
behalf of the Buyer under or for the
purposes of this Agreement;
(ii) deliver to the Seller the Deeds of
Covenant, duly and validly executed;
(iii) deliver to the Seller the Mortgages duly
and validly executed;
(iv) deliver to the Seller the Parent Company
Guarantees and Opinion Letters, duly and
validly executed;
(v) pay that part of the Consideration payable
to the Seller terms of Clause 3.1.1 in
accordance with Clause 4.4;
(b) the Seller shall:-
(i) deliver to the Buyer a certificate signed
by the Company Secretary of the Buyer that
the transaction contemplated in terms of
this Agreement has been duly authorised;
(ii) deliver to the Buyer the Xxxx of Sale duly
and validly executed;
(iii) table the Completion Documents duly and
validly executed by all parties thereto
other than the Parties;
(iv) deliver interim confirmation of class in
relation to the Vessel issued within
seventy two (72) hours prior to Delivery;
(v) deliver the current certificate of British
Registry of the vessel;
(vi) deliver the Vessel to the Buyer,
(vii) deliver to the Buyer a Power of Attorney
granted by the Seller in favour of certain
of its employees in relation to the
execution of this Agreement and all
documentation to be executed by the Seller
pursuant to the provisions of this
Agreement;
(viii) deliver to the Buyer the United Kingdom
Certificate of Fitness in relation to the
Vessel;
(ix) deliver to the Buyer the International Oil
Pollution Prevention Certificate in
relation to the Vessel.
(c) the Parties shall:-
(i) execute and deliver the Completion
Documents;
(ii) execute and deliver the Protocol of
Delivery and Acceptance.
4.2 Delivery shall be deemed to take place at the Time of
Delivery and Acceptance and, subject to this Clause 4.2,
the Vessel shall be deemed to have been delivered by the
Seller to the Buyer at the location at which she is
situate at the Time of Delivery and Acceptance. Delivery
of all Equipment forming part of the Vessel and all
Owners' Data in each case which is not on board the
Vessel shall be made by the Buyer collecting (at the
Buyer's cost and risk) the same from the premises at
which they are currently held and following Completion
the Buyer shall indemnify the Seller against the costs of
storage of such items in the period following Completion.
4.3 Immediately following Completion the Buyer shall deliver
to the Seller the duly executed Xxxx of Sale, declaration
of eligibility and a cheque for the recording dues of
such documents at the Registry of Shipping and Seamen, XX
Xxx 000, Xxxxxxx, XX0 0XX ("the Registry") and the
Seller, acting as the Buyer's agent shall within two (2)
Business Days of the Completion Date procure the delivery
thereof to the Registry.
4.4 Payment of each instalment of the Consideration shall be
properly made and received on the date upon which it
becomes payable in terms of Clause 3.1 or 3.2 on or
before 1 pm London Time in US Dollars for same day value
to the Seller's Account.
4.5 The Parties shall procure that as soon as reasonably
practicable following the Time of Delivery and Acceptance
the volume of unused fuel and lubricating oil kept in
storage tanks and sealed drums on board the Vessel shall
be measured and agreed between the Parties. The Buyer
shall take over the remaining bunkers and unused
lubricating oils in storage tanks and sealed drums at no
cost.
5. PAYMENTS
5.1 (a) All payments to the Seller hereunder shall be
made in full without any set off or counterclaim
whatsoever and free and clear of all deductions
or withholdings except as may be required by law.
Where a requirement to deduct or withhold an
amount from a payment exists in law, the Buyer
shall deliver to the Seller receipts or other
evidence of the amount so deducted or withheld
within thirty (30) days after the payment is made
and will provide all other documentation and
information which is available to it and
appropriate to permit the Seller to substantiate
its claim for recovery of, or credit for, the
amount deducted or withheld.
(b) The Buyer agrees that any failure of or breach by
the Seller of any of their respective
obligations, covenants, representations or
warranties under this Agreement or otherwise in
relation to the Vessel shall not entitle the
Buyer to make any deduction or withholding or set
off or counterclaim against the Consideration
and/or any other sum payable by the Buyer to the
Seller pursuant to this Agreement.
(c) All payments made to the Seller under this
Agreement are calculated without regard to Value
Added Tax. If any such payment constitutes the
whole or any part of the Consideration for a
taxable or deemed taxable supply the amount of
that payment shall be increased by an amount
equal to the amount of Value Added Tax which is
chargeable in respect of the taxable supply in
question.
5.2 In the event of failure by the Buyer to pay to the Seller
any amount payable hereunder on the date on which such
payment is due, the Buyer will pay interest to the Seller
on the unpaid amount from the date of such failure to the
date of actual payment (both before and after judgement)
at the rate of two per cent (2%) per annum above the
Reference Interest Rate.
6. CONDITION OF THE VESSEL: RISK: TITLE
6.1 The Vessel shall be accepted by the Buyer in whatever
condition it is in on the Completion Date.
6.2 The Buyer shall purchase the Vessel "as is where is".
Subject to the provisions of Clause 7 the Buyer
acknowledges and agrees that it is an express and
fundamental term of this Agreement that:
6.2.1 the Seller is not selling the Vessel in the
ordinary course of business and save as expressly
provided herein no condition, representation or
warranty is given by the Seller in relation to
the Vessel and all conditions, representations or
warranties as to fitness, description, suitably,
merchantability, quality, condition, state or
date of manufacture, whether express or implied,
whether statutory or otherwise, together with any
liability for antecedent representation are
hereby expressly excluded (save in the case of
fraud);
6.2.2 any liability of the Seller to the Buyer in tort
in respect of all such matters (save in the case
of fraud) is hereby irrevocably released by the
Buyer save to the extent that such liability
cannot by law be excluded; and
6.2.3 the Vessel has been inspected by the Buyer or its
advisers and the Buyer wishes to purchase the
Vessel notwithstanding the existence of any
latent defect of whatever nature.
6.3 The Seller confirms that at the Completion Date, the
Vessel Management is not aware of any latent defect in
the Vessel. For the purposes of this clause, the term
"Vessel Management" means the Vessel's Onshore Operations
Manager and Offshore Installation Manager.
6.4 Risk and title in the Vessel shall pass to the Buyer at
the Time of Delivery and Acceptance.
7. REPRESENTATIONS AND WARRANTIES
7.1 The Buyer represents and warrants to the Seller that as
at the date hereof:-
(a) the execution, delivery and performance of this
Agreement has been duly authorised by all
necessary or appropriate corporate action on its
part, does not require any shareholder approval
or approval or consent of any trustee or holders
of any indebtedness or any other obligations of
it (except such as have been duly obtained and
are in full force and effect) and does not
contravene any law, governmental rule,
regulation, decree, judgement, injunction or
order binding on it or any of its assets or its
Memorandum and Articles of Association or
contravene the provisions of or constitute a
default under any mortgage, contract, license,
franchise, concession or other agreement to which
it is a party or by which it or any of its assets
is bound or affected; and
(b) this Agreement constitutes legal, valid and
binding obligations of the Buyer and is binding
on the Buyer in accordance with its terms.
7.2 The Seller represents and warrants to the Buyer that as
at the date hereof:-
(a) the execution, delivery and performance of this
Agreement has been duly authorised by all
necessary or appropriate corporate action on its
part, does not require any shareholder approval
or approval or consent of any trustee or holders
of any indebtedness or any other obligations of
it (except such as have been duly obtained and
are in full force and effect) and does not
contravene any law, governmental rule,
regulation, decree, judgement, injunction or
order binding on it or any of its assets or its
Memorandum and Articles of Association or
contravene the provisions of or constitute a
default under any mortgage, contract, license,
franchise, concession or other agreement to which
it is a party or by which it or any of its assets
is bound or affected; and
(b) this Agreement constitutes legal, valid and
binding obligations the Seller and is binding on
the Seller in accordance with its terms.
7.3 Each Party to this Agreement shall pay any tax which may
be lawfully assessed upon that Party by any appropriate
governmental authority in connection with the transaction
hereby envisaged.
8. ANNOUNCEMENTS
Neither the Seller nor the Buyer shall make any announcement
with regard to this Agreement (and each shall procure that its
Affiliates do not make any such announcement) unless prior
thereto it furnishes the other with a copy of such
announcement and obtains the prior written consent of the
other as to such announcement (such consent not to be
unreasonably withheld or delayed) except to the extent
required by any applicable law, or the requirements of any
recognised stock exchange in compliance with its rules and
regulations in which event a copy of the same shall be
furnished to the other as soon as practicable prior to
publication.
9. ASSIGNMENT
Neither Party shall have the right to assign its rights and/or
obligations under this Agreement without the consent of the
other party.
10. COSTS AND STAMP DUTY
10.1 Each of the Parties shall pay its own taxes, fees, costs
and expenses in connection with this Agreement and the
documents executed pursuant hereto. In particular but
without prejudice to that generality any taxes, fees and
expenses in connection with the purchase and registration
of the Buyer's title and/or interest in and to the Vessel
shall be for the Buyer's account and any taxes, fees and
expenses in connection with the registration of the
Mortgages and/or the Deeds of Covenant shall be for the
Seller' s account.
10.2 The Buyer shall pay in a timely manner all and any United
Kingdom stamp duty taxes, charges and other taxes payable
on or in respect of this Agreement and the other
documents executed pursuant hereto.
10.3 The Seller represents and undertakes to the Buyer that
the only broker appointed by it in connection with the
transaction contemplated by this Agreement is Fearnley
Offshore A.S. and the Buyer represents and undertakes to
the Seller that it has not appointed any broker in
connection with the transaction contemplated by this
Agreement
11. CONFIDENTIALITY
Save as provided in Clause 8, the terms of this Agreement
shall be held confidential by the Parties and shall not be
divulged in any way to any third party by one Party without
the prior written approval of the other Party provided that
either Party may, without such approval, disclose such terms
to:-
11.1 any Affiliate of it provided the disclosing Party
procures that such maintains such terms confidential; or
11.2 any outside professional consultants, provided the
disclosing Party obtains a similar undertaking of
confidentiality (but excluding these Clauses 11.1 - 11.6)
from such consultants; or
11.3 any bank or financial institution from whom such Party is
seeking or obtaining finance, provided the disclosing
Party obtains a similar undertaking of confidentiality
(but excluding these Clauses 11.1 - 11.6) from such bank
or institution; or
11.4 the extent required by any applicable laws or the
requirements of any recognised stock exchange in
compliance with its rules and regulations but only after
consultation with the other Party; or
11.5 any Government agency lawfully requesting such terms; or
11.6 any Court of competent jurisdiction acting in pursuance
of its powers.
12. MISCELLANEOUS
12.1 Except insofar as the same is performed on Completion,
this Agreement (including the representations, warranties
and undertakings and agreements contained herein) shall
remain in full force and effect.
12.2 No waiver by either Party of any breach of a provision of
this Agreement shall be binding unless made expressly in
writing. Any such waiver shall relate only to the breach
to which it expressly relates and shall not apply to any
subsequent or other breach.
12.3 The Seller agrees to defend, indemnify and hold harmless
the Buyer and their Affiliates, their agents, directors,
officers and employees and each of them (collectively
"the Buyer's Group") from any and all claims, demands,
actions, damages, losses and expenses, including court
costs and reasonable legal fees for loss, damage or
injury (including death resulting therefrom) to persons
or property, whether in tort or contract, arising out of,
incidental to, or in connection with the operations of
the Vessel at any time prior to the Time of Delivery and
Acceptance, regardless of whether any such claim, demand
or action is asserted before or after such delivery and
regardless of whether the Buyer's Group or any of them,
was or may be alleged to have been negligent, strictly
liable or otherwise legally responsible.
12.4 The Buyer agrees to defend, indemnify and hold harmless
the Seller and their Affiliates, their agents,
directors, officers and employees and each of them
(collectively "the Seller's Group") from any and all
claims, demands, actions, damages, losses and expenses,
including court costs and reasonable legal fees for loss,
damage or injury (including death resulting therefrom) to
persons or property, whether in tort or contract, arising
out of, incidental to, or in connection with the
operations of the Vessel at any time prior to the Time of
Delivery and Acceptance, regardless of whether any such
claim, demand or action is asserted before or after such
delivery and regardless of whether the Sellcr's Group or
any of them, was or may be alleged to have been
negligent, strictly liable or otherwise legally
responsible.
12.5 This Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted
assigns of the Parties.
12.6 This Agreement represents the entire agreement between
the Parties and supersedes all warranties and
representations previously made and all prior
negotiations, proposals, statements of intent,
understandings and agreements relating to the subject
matter hereof.
12.7 The Seller undertakes with the Buyer that for a period of
one hundred (100) days from the Completion Date, it will
procure (at its own cost) that Xxxxxxx Xxxxx. for such
period as he shall remain an employee of the Seller or
any Affiliate of the Seller and (at the sole cost of the
Buyer) the agents of and professional advisers to the
Seller or any Affiliate to the Seller shall provide
whatever information and assistance the Buyer shall from
time to time reasonably require to enable it to own
and/or operate the Vessel and to comprehend and utilize
the Owner's Data and Equipment and to enable the Buyer to
perform its obligations under the Continuing Contracts.
12.8 The Seller shall and shall procure that any Affiliate of
the Seller shall make available any books, documents,
manuals and records belonging to the Seller or such
Affiliate not delivered to the Buyer at Completion which
contain information which should be provided to the Buyer
or which is required for the purpose of owning and/or
operating the Vessel or to enable the Buyer to perform
its obligations under the Continuing Contracts or any tax
or other return in connection thereto for inspection by
representatives of the Buyer during business hours upon
the giving of reasonable advance notice for a period of
six (6) years following Completion.
13. CONTRACTS AND APPORTIONMENTS
13.1 Subject to the provisions of Clause 13.2 the Seller
hereby novates to the Buyer and the Buyer accepts such
novation and shall take over from the Seller at and with
effect from the Completion Date the benefit and burden of
the Continuing Contracts (but only insofar as the
Continuing Contracts shall not have been novated at
Completion in terms of the Completion Documents),
provided that nothing in this Agreement:-
13.1.1 shall require the Buyer to perform any obligation
falling due for performance or which should have
been performed before the Completion Date;
13.1.2 shall make the Buyer liable for any act, neglect,
default or omission in respect of any of the
Continuing Contracts prior to the Completion Date
or for any claim, expense, loss or damage arising
from any failure to obtain the consent or
agreement of any third party to this Agreement or
for any breach of the Continuing Contracts caused
by this Agreement or Completion;
13.1.3 shall impose any obligation on the Buyer for in
respect of any service performed by the Seller
prior to the Completion Date.
13.2 Insofar as any of the Continuing Contracts cannot
effectively be novated to the Buyer without the consent
of a third party therein unless and until such consent is
obtained or such Continuing Contract is novated the
following provisions of this sub-clause shall have
effect:-
13.2.1 the Seller shall use its reasonable endeavours
with the cooperation of the Buyer to procure such
novation or consent;
13.2.2 unless and until such Continuing Contract shall
be novated, the Seller shall hold the same in
trust for the Buyer absolutely and the Buyer
shall (if such sub-contracting is permissible and
lawful under the Continuing Contract) for its own
benefit as agent or sub-contractor for the Seller
(but at the Buyer's expense) perform all the
obligations of the Seller under the relevant
Continuing Contract arising after the Completion
Date;
13.2.3 the Buyer shall indemnify the Seller against all
costs, proceedings, claims, demands and expenses
which may be incurred by the Vendor as a result
of any act, neglect, default or omission on the
part of the Buyer to perform or comply with such
obligations of the Seller under the relevant
Continuing Contract which fall to be performed
after the Completion Date;
13.2.4 the Buyer and the Seller undertake to act or
conduct themselves in such a manner that the
obligations of the Seller under the relevant
Continuing Contract are fully observed and
performed;
13.2.5 notwithstanding any other provision of this sub-
clause the parties hereto shall use all
reasonable endeavours to make such arrangements
as may be appropriate for giving to the Buyer
the benefit of the relevant Continuing Contract
without effecting an actual novation;
13.2.6 unless and until such Continuing Contracts shall
be novated the Seller will (so far as it lawfully
may) at its own cost give all reasonable
assistance to the Buyer to enable the Buyer to
enforce its rights under such Continuing
Contracts.
13.3 The parties undertake to make such arrangements and
institute such procedures as they shall consider
necessary to deal with apportionments, receipts and
liabilities in accordance with the provisions of this
agreement.
13.4 The Seller (to the extent to which the Seller is legally
entitled to assign the same) hereby assigns to the Buyer
all the Seller's rights against third parties (including
but not limited to rights under or in respect of
warranties, representations, guarantees and indemnities)
in respect of the Equipment, the Owners' Data, spares,
fuel and lubricating oil.
13.5 he Seller undertakes that it will (so far as it lawfully
may) give all reasonable assistance to the Buyer to
enable the Buyer to enforce its rights against the third
parties referred to in sub-clause 13.4 above.
14. NOTICES
14.1 Any notices given pursuant to this Agreement shall be in
writing and may be given by hand at, or sent by pre-paid
first class post or facsimile to, the appropriate address
stated in Clause 14.3 (or such other address as may be
given for the purposes of this Agreement by notice in
writing to the other Parties).
14.2 Any such notice given in accordance with 14.1 shall be
deemed to have been given at the time of delivery if
delivered by hand or the first Business Day following the
day of sending it if sent by facsimile or the second
Business Day following the day of sending if sent by pre-
paid first class post.
14.3 The respective addresses for service are:
Seller: BP Exploration Operating Company Limited
Xxxxxxxxx Xxxxx
0 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Fax: 0000 000 0000
Attention: Manager, Commercial
Buyer: Reading & Xxxxx (Caledonia) Limited
Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxx XX0 0XX
Fax: (O1224) 690355
Attention: Managing Director
15. GOVERNING LAW AND JURISDICTION/ARBITRATION
15.1 This Agreement shall be governed by and construed in
accordance with the laws of England and each of the
Parties hereby submits to the non-exclusive jurisdiction
of the High Court of Justice in London.
15.2 Any dispute arising out this Agreement (other than in
respect of non-payment of the Consideration by the Buyer)
shall be referred to arbitration in London in accordance
with the Arbitration Acts 1950 and 1959 or any statutory
modification or re-enactment thereof for the time being
in force, one arbitrator being appointed by each Party.
On the receipt by one party of the nomination in writing
of the other Party's arbitrator, that Party shall appoint
their arbitrator within fourteen days, failing which the
decision of the single arbitrator appointed shall apply.
If two arbitrators properly appointed shall not agree
they shall appoint an umpire whose decision shall be
final.
IN WITNESS WHEREOF this Agreement has been duly executed on
the day and year first above written.
Signed for and on behalf of
BP EXPLORATION OPERATING COMPANY LIMITED
Signed for and on behalf of
READING & XXXXX (CALEDONIA) LIMITED
SCHEDULE 8
THE EXCLUDED ITEMS
ITEMS OWNED BY XXXXX COMEX SEAWAY LIMITED
1. Hyperbaric Rescue Lifeboat
2. Hyperbaric Rescue Lifeboat Trunk
3. Hyperbaric Rescue Lifeboat Wooden Cradle
4. Two umbilical winches
5. Three tugger winches
6. Nine excursion umbilicals
7. Loose gear in store
8. Sample gas and bottles in LSU room
9. Heliphone at sat dive station
ITEMS OWNED BY IOLAIR WELFARE COMMITTEE
1. Three gaining machines
2. Polar pulse unit
3. Two double cassette units and headphones
4. 301 audio tapes
5. 755 video tapes
6. 144 TV sets
7. one monitor
8. TV set in television lounge
9. Phone lounge unit
10. Approximately 140 video cassette records
11. Various items of gym equipment
12. 16 cassette and CD portable units
13. One nintendo unit
14. Secure box and money counting trays
15. Reference library with 47 books
MISCELLANEOUS THIRD PARTY EQUIPMENT CURRENTLY ON HIRE
1. Citadel oxygen quad
2. Soft drinks chiller/dispenser
3. Medical gases in bottles
4. All skips, compactors and containers
5. AVC video films
6. 250 kg water bag test equipment
ITEMS OWNED BY XXXXXX
Refer to attached list
ITEMS OWNED BY MET OFFICE
List of Granada Registered Equipment on Iolair
Equipment Location Identification
MAPS PC Computer VDU - Compaq Heli-Admin Office UKAB 17865
MAPS PC Computer with kb and wedge - Compaq Heli-Admin Office UDAB 17868
MAPS Printer (LA21U) Heli-Admin Umce UKAB 17788
IBM Computer - Base unit, mouse and keyboard Heli-Admin Office UKAB 40613
IBM VDU for above Heli-Admin Office UKAB 40605
IBM Computer - Base Unit, mouse and keyboard OCCs Office UKAB 40611
IBM VDU for above OCCs Office UKAB 40596
IBM Computer - Base Unit, mouse and keyboard AMEC Office UKAB 40636
IBM VDU for above AMEC Office UKAB 40599
IBM Computer - Base unit, mouse and keyboard OIM Office UKAB 40634
IBM VDU for above OIM Office UKAB 40595
DELL 316SX Computer - Base unit, mouse and k.b. UNITY OIMs Office UKAB 13423
DELL VGA Colour-plus Monitor UNITY OIMs Office UKAB 13424
Compaq Computer-Base unit, mouse and keyboard D trunk UKAB 17858
Compaq VDU D trunk UKAB 17859
Compaq Computer-Base unit, mouse and keyboard Construction Co-ord UKAB 17870
Compaq VDU Construction Co-ord UKAB 17863
Compaq Computer-Base unit, mouse and keyboard Construction Co-ord UKAB 17852
Compaq VDU Construction Co-ord UKAB 17860
Compaq Computer-Base unit, mouse and keyboard XXXX Xxxxxx XXXX 00000
Xxxxxx XXX XXXX Xxxxxx XXXX 00000
Printer - Hewlett-Packard Deskjet 520 General Office UKAB 40931
Printer - Hewlett Packard 2277A Deskjet Plus OCC Office UKAB 05126
Plotter - Hewlett Packardd 7550A D Trunk UKAB 17777
Printer - Fujitsu DL5600 Dot Matrix Certification Eng UKAB 17772
Office
