promises and mutual agreements

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_________________________________________
SALE & PURCHASE AGREEMENT FOR
Offshore Jack-up Drilling Rig
_______________________________________
FORM OF AGREEMENT
This AGREEMENT is made on the date of the later of the two signatures below, by and between:
(the “SELLER”); and
(the “BUYER”).
The BUYER and the SELLER will be referred to herein either individually as a “PARTY” or collectively as the “PARTIES”.
WHEREAS:
The SELLER is the owner of the UNIT (as defined below) which is currently located at Arab Shipbuilding & Repair Yard (ASRY) in the Kingdom of Bahrain; and
The BUYER wishes to purchase and the SELLER wishes to sell the UNIT on the terms and conditions set forth below.
NOW THEREFORE,in consideration of the promises and mutual agreements set forth herein, the PARTIES hereby agree as follows:
GENERAL
The AGREEMENT sets out the terms and conditions upon which the SELLER shall sell and the BUYER shall purchase the UNIT.
KEY PROVISIONS
The PARTIES have agreed that the key provisions set out below shall apply to the AGREEMENT.
1.
UNIT
means the jack-up drilling unit named “Drilling Rig” as described in Error: Reference source not found TECHNICAL SPECIFICATION.
2.
CLOSING DATE
as defined in Article 5.2.
3.
CLOSING TIME
means the date and time of delivery of the UNIT stated on the PROTOCOL OF DELIVERY & ACCEPTANCE.
4.
OUTSIDE DATE
shall be ninety (90) DAYS from the EFFECTIVE DATE (or if a PARTIAL LOSS or FORCE MAJEURE EVENT occurs, such later date as may be required to allow CLOSING to occur pursuant to Article 10.2.)
5.
PURCHASE PRICE

6.
DEPOSIT
as defined in Article 3.2.
7.
ADVANCE BANK GUARANTEE
as defined in Article 3.2.
8.
Invoicing
not used.
9.
PERFORMANCE BANK GUARANTEE amount
will be 10% of PURCHASE PRICE, valid until the OUTSIDE DATE.
10.
PARENT COMPANY GUARANTEE
as per Annexure-2 General Terms and Conditions
11.
SELLER insurances
as per Annexure-2 General Terms and Conditions
12.
BUYER insurances
not used.
13.
MECHANICAL ACCEPTANCE PAYMENT
as defined in Article 3.3. The issuance of the MECHANICAL ACCEPTANCE CERTIFICATE by the BUYER is conditional on the rectification of all “Critical” and “Major” punch points.
14.
CLOSING PAYMENT
PURCHASE PRICE minus DEPOSIT and MECHANICAL ACCEPTANCE PAYMENT.
15.
CLOSING INSPECTION
Means the inspection by the BUYER, or an independent THIRD PARTY acting on behalf of the BUYER, whereby the CLOSING INSPECTION CRITERIA (as defined below) shall be applied pursuant to the procedure and protocol set forth in ANNEXURE 8 and satisfied by the way of issuing the MECHANICAL ACCEPTANCE CERTIFICATE by the BUYER, provided such inspection shall be performed prior to the CLOSING DATE and shall, as a condition precedent to the purchase of the UNIT, be completed in accordance with the CLOSING INSPECTION CRITERIA.
16.
CLOSING INSPECTION CRITERIA
Means all of the criteria, specifications, standards and requirements set forth in ANNEXURE 8 as the basis for the BUYER, or an independent THIRD PARTY acting on behalf of the BUYER, to perform the CLOSING INSPECTION.
17.
DELIVERY POINT
As defined in Article 6.6.
18.
REPRESENTATIVES
XXXXXXXXXXXXX
19.
Notice details
XXXXXXXXXXXXX
For the avoidance of doubt, the governing law and dispute resolution provisions of Article 22 of ANNEXURE 1 (GENERAL TERMS AND CONDITIONS) shall apply to the AGREEMENT, including this FORM OF AGREEMENT.
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION 11
2. REPRESENTATIVES 18
3. CONSIDERATION 18
4. CLOSING PAYMENT 19
5. CLOSING PLACE AND TIME 19
6. CLOSING & DELIVERY PROCEDURE 20
7. WARRANTIES 21
8. INSPECTION OF UNIT FOR PURPOSE OF CLOSING 22
9. NO WARRANTIES 23
10. CONDITIONS PRECEDENT 24
11. TOTAL LOSS; PARTIAL LOSS 25
12. TAXES AND DUTIES 26
13. PERFORMANCE BANK GUARANTEE 26
14. PARENT COMPANY GUARANTEE 27
15. TERMINATION 28
16. EFFECTS, RIGHTS AND OBLIGATIONS ON EXPIRY OR TERMINATION 30
17. CONFIDENTIALITY AND INTELLECTUAL PROPERTY 30
18. FORCE MAJEURE EVENT 33
19. INSURANCE 33
20. LIABILITY AND INDEMNITY 35
21. ASSIGNMENT 38
22. SURVIVABILITY 38
23. GOVERNING LAW AND DISPUTE RESOLUTION 39
24. NOTICES 39
25. CONFLICT OF INTEREST 40
26. EMPLOYEES 40
27. PUBLICITY 40
28. ENTIRE AGREEMENT 40
29. REPRESENTATIONS AS TO NO PAYMENTS, GIFTS AND LOANS 40
30. MISCELLANEOUS 41
The provisions of these general terms and conditions, as may be amended from time to time, (“GENERAL TERMS AND CONDITIONS”) shall apply as part of the AGREEMENT in accordance with Clause Error: Reference source not found of the FORM OF AGREEMENT.
DEFINITIONS AND INTERPRETATION
Definitions

For the purpose of the AGREEMENT, unless the context otherwise requires, the following expressions used herein shall have the following meanings:
“ABU DHABI” means the Emirate of Abu Dhabi.
“AFFILIATE” means:
in relation to any PERSON (other than the GROUP), any other PERSON that at the relevant time, directly or indirectly, CONTROLS, is CONTROLLED by or is under common CONTROL with, such PERSON; and
in relation to the GROUP, each other member of the GROUP.

“AGREEMENT” has the meaning given to that term in the FORM OF AGREEMENT.
“AMENDMENT” has the meaning given to that term in Article Error: Reference source not found.
“ANNEXURES” means the annexures to the FORM OF AGREEMENT.
“ARBITRATION RULES” has the meaning given to that term in Article 22.3.
“BILL OF SALE” has the meaning given to that term in Article 6.2(a).
“BUSINESS DAY” means a day that is not a Friday, Saturday or Sunday or a bank or public holiday in Abu Dhabi or London or New York.
“BUSINESS VENTURE” has the meaning given to that term in Article 24.1.
“BUYER” has the meaning given to that term in the FORM OF AGREEMENT.
“BUYER INDEMNIFIED PARTIES” means the BUYER, its AFFILIATES, its contractors of any tier, and the BUYER PERSONNEL, but shall exclude the SELLER INDEMNIFIED PARTIES.
“BUYER REPRESENTATIVE” has the meaning given to that term in Article 2.2.
“CIVIL CODE” means the UAE Federal Law No. (5) of 1985 in respect of Civil Transactions as may be amended and/or supplemented from time to time.
“CLASSIFICATION RECORDS”means classification records in Error: Reference source not found.
“CLOSING” means the completion of the sale and purchase of the UNIT.
“CLOSING DATE” has the meaning given to that term in the FORM OF AGREEMENT.
“CLOSING INSPECTION” has the meaning given to that term in the FORM OF AGREEMENT.
“CLOSING INSPECTION CRITERIA” has the meaning given to that term in the FORM OF AGREEMENT.
“CLOSING PAYMENT” has the meaning given to that term in the FORM OF AGREEMENT.
“CLOSING TIME” means the date and time of delivery of the UNIT stated on the CERTIFICATE OF ACCEPTANCE.
“CONFIDENTIAL ARBITRATION INFORMATION” has the meaning given to that term in Article 22.3.
“CONFIDENTIAL INFORMATION” has the meaning given to that term in Article 16.1.
“CONSEQUENTIAL LOSS” has the meaning given to that term in Article 19.7(b).
“CONTROL” means in relation to a PERSON:
the possession, directly or indirectly, of the power to vote fifty percent (50%) or more of the voting stock (other than directors’ qualifying shares or other de minimis holdings required by LAW to be held by other PERSON(S)) of such PERSON;
ownership, directly or indirectly, of fifty percent (50%) or more of the equity interests (other than directors’ qualifying shares or other de minimis holdings required by LAW to be held by other PERSON(S)) in such PERSON; or
having, directly or indirectly, the ability to direct or procure the direction of the management and policies of such PERSON, whether through the ownership of shares, by contract or otherwise,

and “CONTROLS” and “CONTROLLED” have corresponding meanings.
“DAMAGES” has the meaning given to that term in Article 19.1(a).
“DAY” means any calendar day.
“DE MINIMIS LOSSES” means PARTIAL LOSSES which would not reasonably be expected to cost more than USD 7,760 such amount being zero decimal zero one per cent (0.01%) of the PURCHASE PRICE in the aggregate to repair, replace or rectify.
“DEPOSIT” has the meaning given to that term in the FORM OF AGREEMENT.
“DEFICIENCIES” has the meaning given to that term in Article 3.
“DISPUTE” has the meaning given to that term in Article 22.2.
“EFFECTIVE DATE” has the meaning given to that term in Article 21.1.
“FORCE MAJEURE EVENT” means any event or circumstance or combination thereof occurring or subsisting after the EFFECTIVE DATE:
the occurrence or subsistence of which is not reasonably foreseeable as of the EFFECTIVE DATE; and
which is beyond the reasonable control of the PARTY affected by such event or circumstance (notwithstanding the reasonable care of the PARTY affected),

and shall include:
flood, lightning, storm, typhoon, tornado, earthquake, landslide, soil erosion, subsidence, washout, radioactive contamination (other than that caused by the use of radioactive sources by the SELLER or the BUYER, in connection with the performance of either PARTY’s obligations under this AGREEMENT), or epidemic;
war (whether declared or undeclared), blockade, insurrection, military uprising, or act of public enemies;
revolution, rebellion, civil war, riot, civil disturbance, civil commotion, terrorist acts, seizure or act of sabotage, imposition of sanctions, embargo or breaking off of diplomatic relations; and
trade or labour dispute, strike, lockout or industrial disturbance,
other than, in each case, by the PARTY seeking to rely on Article 17 or its AFFILIATES or PERSONNEL and provided, in each case, that the event or circumstance in question satisfies the requirements of paragraphs (a) and (b) above.
Notwithstanding the foregoing, the following events or circumstances shall not be, or be deemed to be, a FORCE MAJEURE EVENT even where they satisfy the requirements of paragraphs (a) and (b) above:
the unavailability of funds or non-payment of a sum of money by a PARTY or a THIRD PARTY;
financial hardship or the inability of the affected PARTY to make a profit or achieve a satisfactory rate of return in relation to or in connection with any activities undertaken pursuant to the AGREEMENT or otherwise;
the occurrence of any shortage of SELLER PERSONNEL, equipment or other resources;
the occurrence of any inclement weather condition, other than as provided in paragraph (i) above;
failure to obtain or maintain any permit, licence or consent, where such failure is due to the act or omission of the affected PARTY; and
failure or inability to perform where such failure is attributable to market prices or currency devaluation.
COVID-19 and any measures, restrictions and/or circumstances related thereto.
“FORM OF AGREEMENT” means the agreement executed between the PARTIES in connection with the sale and purchase of the UNIT to which these GENERAL TERMS AND CONDITIONS are appended.
“GENERAL TERMS AND CONDITIONS” means the terms and conditions set out in ANNEXURE 1.
“GOVERNMENTAL AUTHORITY” means any governmental authority of ABU DHABI, the UAE or any jurisdiction in which the BUYER or the SELLER operates or conducts business, and any political subdivision, agency, department, commission, board, bureau, court or other authority, or any quasi-governmental or private body exercising, or purporting to exercise, any executive, legislative, judicial, administrative, police, regulatory or taxing authority or power of any nature, or any company or instrumentality owned or controlled by any governmental authority, in each case of one of the foregoing.
“GOVERNMENT OFFICIAL” means any official, agent or employee of any GOVERNMENTAL AUTHORITY, political party or public international organisation, any candidate for political office, or any immediate relative (spouse, son, daughter, or parent) of any of the foregoing, including, without limiting the generality of the foregoing, any official, agent or employee of any company in which any GOVERNMENTAL AUTHORITY holds a majority or controlling equity interest (directly or indirectly), any official, agent or employee of any company which is in the process of being privatised in whole or in part, and any person who is purporting to act in a private capacity, but who otherwise is a “GOVERNMENT OFFICIAL” within the meaning of this definition.
“GROSS NEGLIGENCE / WILFUL MISCONDUCT”means, with respect to a PERSON, any act or failure to act (whether sole, joint or concurrent) which was intended to cause, or which was in reckless disregard of, or wanton indifference to, harmful consequences which such PERSON knew, or should have known, such act or failure to act would have on the safety or property of another PERSON or on the environment.
“GST” means Gulf Standard Time.
“HSE” means health, safety and environment.
“INDEMNIFIED PARTY” means any PERSON seeking indemnity under the AGREEMENT.
“INDEMNIFYING PARTY” means any PERSON from whom an indemnity is sought under the AGREEMENT.
“INSOLVENCY EVENT” means, in respect of a PARTY, any of the following events:
any general assignment, settlement, or composition with or for the benefit of its creditors being entered into, by or in relation to such PARTY;
a supervisor, trustee, receiver, interim receiver, receiver and manager, custodian, administrator, administrative receiver (or other person with similar powers) taking possession of or being appointed over or any distress, execution, garnishment, attachment or other process being levied or enforced (and not being discharged within twenty-one (21) DAYS) upon the whole or any material part of the assets of such PARTY;
such PARTY ceasing to carry on business or being or becoming insolvent or unable to pay its debts as they fall due;
a petition being presented (and not being discharged or adjourned for later hearing within twenty-one (21) DAYS or not being discharged on the first adjourned hearing) or a resolution being passed or an order being made for the administration or the receivership, winding-up, bankruptcy, liquidation, or dissolution of such PARTY;
any order or judgement being made by a tribunal of competent jurisdiction restraining such PARTY’s ability to deal with all or a substantial portion of its assets and property; or
such PARTY suffering any similar event or act with similar effect under the LAW of any competent jurisdiction.

“INSPECTION CONDITION” has a meaning given to that term in Article 8.1.
“INTELLECTUAL PROPERTY RIGHTS” means:
patents, trademarks, service marks, rights in design, trade names, trade secrets, copyrights and topography rights, database rights, rights in trade names and domain names, know-how, goodwill and the right to sue for passing off, secret formulae and processes and rights protecting goodwill and reputation, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights in each case whether registered or not;
applications for registration of any of them;
rights under licences and consents in relation to any of them; and/or
all forms of protection of a similar nature, or having equivalent, or similar effect to any of them which subsist or will subsist now or in the future anywhere in the world.

“LAW” means all applicable national and international laws including treaties, statutes, decrees, edicts, codes, orders, instructions, judgements, rules, ordinances and regulations of any GOVERNMENTAL AUTHORITY.
“LIENS” means a lien, mortgage, security interest, pledge or other charge or encumbrance.
“MECHANICAL ACCEPTANCE CERTIFICATE” shall mean the certificate issued by the BUYER to the SELLER in the form attached to Error: Reference source not found confirming that the INSPECTION CONDITION is met and that the UNIT has successfully satisfied the CLOSING INSPECTION CRITERIA and is in compliance with Error: Reference source not found.
“NOTICE OF READINESS” has the meaning given that that term in Article 5.2.
“OUTSIDE DATE” has the meaning given to that term in the FORM OF AGREEMENT.
“PARENT COMPANY GUARANTEE” means the guarantee to be given by the ultimate parent company of the SELLER to the BUYER with respect to all of the SELLER’s obligations and liabilities under the AGREEMENT, in accordance with, and complying with the requirements set out in Article 13.
“PARTIAL LOSS” means:
any matter in respect of which the UNIT is not in the INSPECTION CONDITION whether by reason of physical loss or damage to the UNIT (or any part thereof) or otherwise; and/or
the inability of the SELLER to deliver any item which the SELLER is required to deliver at CLOSING pursuant to this AGREEMENT
but excludes a TOTAL LOSS.
“PARTY” has the meaning given to that term in the FORM OF AGREEMENT.
“PERFORMANCE BANK GUARANTEE” has the meaning given to that term in Article 12.1.
“PERFORMANCE BANK GUARANTEE RETURN DATE” has the meaning given to that term in Article 12.2.
“PERSON” means any individual, corporation, joint stock company, limited liability company, partnership, joint venture, association, trust, unincorporated organisation, GOVERNMENTAL AUTHORITY, or other entity.
“PERSONNEL” means:
with respect to the BUYER, the natural persons who may be employees of the BUYER or supplied by its AFFILIATES, or its contractors of any tier (“BUYER PERSONNEL”); and
with respect to the SELLER, the natural persons who may be employees of the SELLER or otherwise supplied by the SELLER, or its contractors of any tier (“SELLER PERSONNEL”).

“PROPERTY” means:
in respect of the BUYER INDEMNIFIED PARTIES, any movable or immovable property that is under the guardianship or control of one or more of the BUYER INDEMNIFIED PARTIES whether owned, hired, rented, leased, chartered or otherwise;
in respect of the SELLER INDEMNIFIED PARTIES, any movable or immovable property that is under the guardianship or control of one or more of the SELLER INDEMNIFIED PARTIES whether owned, hired, rented, leased, chartered or otherwise; and
in respect of a THIRD PARTY, any movable or immovable property that is under the guardianship or control of that THIRD PARTY whether owned, hired, rented, leased, chartered or otherwise,

provided that, if a given PROPERTY is under the common guardianship or control of one or more of the BUYER INDEMNIFIED PARTIES, the SELLER INDEMNIFIED PARTIES and/or a THIRD PARTY, it shall be deemed to be the under the guardianship or control of the PERSON having de facto control over it.
“PROTOCOL OF DELIVERY & ACCEPTANCE” means the certificate of delivery and acceptance as per the form of Error: Reference source not found to be signed and delivered at the CLOSING in respect of the UNIT.
“PURCHASE PRICE” has the meaning given to that term in the FORM OF AGREEMENT.
“QUALIFIED THIRD PARTY” has the meaning given to that term in Article10.2(e).
“REPAIR WORK” has the meaning given to that term in Article 10.2(c)(i).
“REPRESENTATIVES” has the meaning given to that term in Article 2.3.
“SCHEDULE” means a schedule to the GENERAL TERMS AND CONDITIONS.
“SELLER” has the meaning given to that term in the FORM OF AGREEMENT.
“SELLER’s BANK ACCOUNT” has the meaning given to that term in Article 4.2.
“SELLER INDEMNIFIED PARTIES” means the SELLER its AFFILIATES, its contractors of any tier, and the SELLER PERSONNEL but shall exclude the BUYER INDEMNIFIED PARTIES
“SELLER REPRESENTATIVE” has the meaning given to that term in Article 2.1
“TECHNICAL SPECIFICATION” means the technical specifications for the UNIT as specified Error: Reference source not found.
“THIRD PARTY” means any PERSON other than the BUYER or the SELLER. For the purposes of Article 19, BUYER INDEMNIFIED PARTIES and SELLER INDEMNIFIED PARTIES shall be excluded from the definition of “THIRD PARTY”.
“TOTAL LOSS” has the meaning given to that term in Article 10.1.
“UAE” means the United Arab Emirates.
“UAE VAT” means value added tax or similar charges in respect of transactions involving the sale or provision of goods and/or services and payable to any GOVERNMENTAL AUTHORITY in the UAE in accordance with the VAT LAW.
“UNIT” has a meaning given to that term in FORM OF AGREEMENT.
“USD” means the lawful currency of the United States of America, as may be modified from time to time.
“VAT LAW” means applicable LAWS of the UAE in relation to VAT, including “Federal Decree – Law No. (8) of 2017 on Value Added Tax”.
Interpretation and Construction
In the AGREEMENT (unless the context otherwise requires or where it is expressly stated to the contrary):
words denoting the singular number only shall include the plural and vice versa; words denoting the masculine shall include the feminine and vice versa;
references to Articles shall be construed as references to Articles of these GENERAL TERMS AND CONDITIONS;
headings shall be for convenience of reference only and shall not affect the interpretation of any provision hereof;
the terms “hereof”, “herein”, “hereby”, “hereto” and similar words refer to the entire AGREEMENT and not to any particular Article or ANNEXURE or any other subdivision of the AGREEMENT;
the words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import;
references to “AGREEMENT” shall be construed as a reference to the AGREEMENT as amended, novated, modified or supplemented and in effect from time to time and shall include a reference to any document which amends, novates, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms;
references to dates and periods of time shall be construed in accordance with the Gregorian calendar;
references to laws, decrees, statutes, regulations, ordinances or other public instruments shall be construed as references to the same as they may have been, or may from time to time be, amended or re-enacted or in any other way modified from time to time and all instruments, orders, plans, regulations, by-laws, permissions and directions at any time made thereunder; and
any capitalised words, terms, phrases and abbreviations used exclusively in any ANNEXURE shall have the meanings set forth in such ANNEXURE.
Conflicts and Inconsistencies between AGREEMENT DOCUMENTS
If there is any error, fault, conflict, ambiguity or discrepancy arising within the AGREEMENT DOCUMENTS that cannot be resolved by applying the order of precedence in Clause Error: Reference source not found of the FORM OF AGREEMENT (“Inconsistency”) before the CLOSING DATE, the PARTY discovering the same shall notify the other in writing promptly following its discovery and the PARTIES shall thereafter discuss and agree in good faith to resolve the Inconsistency without undue delay.
REPRESENTATIVES
The SELLER shall designate a representative to be the focal point for all instructions and communications between the PARTIES in respect of the AGREEMENT (the “SELLER REPRESENTATIVE”) as set out in the FORM OF AGREEMENT.
The BUYER shall designate a representative to be the focal point for all instructions and communications between the PARTIES in respect of the AGREEMENT (the “BUYER REPRESENTATIVE”) as set out in the FORM OF AGREEMENT.
The PARTIES agree that the BUYER REPRESENTATIVE and the SELLER REPRESENTATIVE (together, the “REPRESENTATIVES”) shall be the focal points between the PARTIES for the purpose of giving and receiving information, instructions and other reports related to this AGREEMENT. The REPRESENTATIVES shall have authority to represent the SELLER and the BUYER for all matters relating to the sale and purchase of the UNIT, provided always that this authority shall not extend to amending any of the terms or conditions of the AGREEMENT (unless such a REPRESENTATIVE is an authorised signatory of a PARTY).
Each PARTY may replace their respective REPRESENTATIVES at any time upon written notice to the other PARTY.

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CONSIDERATION
PURCHASE PRICE

Subject to the terms hereof, the aggregate purchase price (the “PURCHASE PRICE”) to be paid by the BUYER to the SELLER for the UNIT. The BUYER and the SELLER hereby agree that the PURCHASE PRICE represents a purchase of the UNIT.
DEPOSIT
The BUYER shall pay to the SELLER a non-refundable deposit of 20% (twenty percent) of the PURCHASE PRICE (the “DEPOSIT“) within three (3) BUSINESS DAYS from the EFFECTIVE DATE.  The payment of the DEPOSIT shall be made to the SELLER’s BANK ACCOUNT.
As a security for the BUYER against SELLER’s failure to return the DEPOSIT to the BUYER where provided under this AGREEMENT, the SELLER shall provide an advance bank guarantee to the BUYER in an amount equal to the DEPOSIT in accordance with the form provided under ANNEXURE 3 (“ADVANCE BANK GUARANTEE”) no later than five (5) BUSINESS DAYS from the receipt of the DEPOSIT by the SELLER. The ADVANCE BANK GUARANTEE shall be valid until the OUTSIDE DATE.
The BUYER shall immediately return the ADVANCE BANK GUARANTEE to the SELLER upon:
CLOSING; or
termination of the AGREEMENT.

The DEPOSIT shall be refunded to the BUYER only in the event that:
the UNIT becomes a TOTAL LOSS prior to CLOSING; or
this AGREEMENT is terminated under any provision of this AGREEMENT, except where such termination is due to the BUYER’s breach pursuant to any of the events set out in 15.3 below.

Otherwise, the DEPOSIT shall be non-refundable.
MECHANICAL ACCEPTANCE PAYMENT
Upon successful issuance of the MECHANICAL ACCEPTANCE CERTIFICATE by the BUYER in accordance with Article 8, the BUYER shall pay the SELLER sixty percent (60%) of the PURCHASE PRICE (“MECHANICAL ACCEPTANCE PAYMENT”) to the SELLER’s BANK ACCOUNT within five (5) BUSINESS DAYS from the date of issuance of the MECHANICAL ACCEPTANCE CERTIFICATE.
CLOSING PAYMENT
At CLOSING and subject to the provisions of this AGREEMENT (including Article 6), the BUYER shall pay the SELLER the CLOSING PAYMENT and shall return the ADVANCE BANK GUARANTEE to the SELLER.
Subject to Article 3.2(d), all payments to the SELLER under this AGREEMENT, including the CLOSING PAYMENT, are to be made in United States Dollars to the following bank account (the “SELLER’s BANK ACCOUNT”)

or such other account as may be designated by the SELLER in writing from time to time.
CLOSING PLACE AND TIME
Subject to the terms and conditions of this AGREEMENT, the SELLER shall sell and the BUYER shall purchase the UNIT, and CLOSING shall be held at United Arab Emirates at a time and date notified in writing by the SELLER in accordance with Article 5.2, or such other time and date as may be mutually agreed between the PARTIES.
The SELLER shall intimate in writing by notice to the BUYER pursuant to Article 23 (the “NOTICE OF READINESS”) the nominated BUSINESS DAY on which CLOSING shall take place (the “CLOSING DATE”) which shall be:
a date on or before the OUTSIDE DATE;
no less than five (5) BUSINESS DAYS after the BUYER’s receipt of NOTICE OF READINESS, along with satisfaction of the SELLER’s conditions precedent;
no less than three (3) BUSINESS DAYS after the BUYER confirming in writing the satisfaction of BUYER’s conditions precedent pursuant to Article 10.1, provided that the BUYER must satisfy the SELLER’s conditions precedent pursuant to Article 10.2 no later than seven (7) BUSINESS DAYS after the NOTICE OF READINESS; and
a date following receipt of the MECHANICAL ACCEPTANCE PAYMENT by the SELLER.

CLOSING & DELIVERY PROCEDURE
On the CLOSING DATE, SELLER REPRESENTATIVE and BUYER REPRESENTATIVE shall meet for the purpose of completing the sale and purchase of the UNIT under this AGREEMENT.
Simultaneously with the SELLER’s receipt of the PURCHASE PRICE and BUYER’s delivery of the items listed in Article 6.3, the SELLER shall deliver to the BUYER the following in respect of the UNIT:
an executed bill of sale for the UNIT in a form set out in ANNEXURE 6 (the “BILL OF SALE”);
a copy of the Certificate of Class issued by the American Bureau of Shipping (ABS) in respect of the UNIT;
a copy of the Deletion Certificate issued by the Liberian Registry;
a certified copy of a resolution of the board of directors of the SELLER approving the terms of this AGREEMENT and the transactions contemplated herein;
a certificate of good standing of the SELLER (or the equivalent document in the country of incorporation of the SELLER);
a certified copy of a certificate of incumbency for the SELLER (or the equivalent document in the country of incorporation of the SELLER) showing a list of the current directors and officers of the SELLER;
if separate from the resolution referred to in Article 6.2(d) above, an original power of attorney of the SELLER, duly notarised and/or apostilled, authorising the SELLER REPRESENTATIVE to execute all necessary documents and take all necessary action in order to sell the UNIT to the BUYER;
any non-proprietary technical or regulatory documentation pertaining to the UNIT which the SELLER has in its possession and which is not already aboard the UNIT, including applicable CLASSIFICATION RECORDS, class attestations, loadline certificates, radio licenses, and engineering drawings; provided that the documentation required to be delivered pursuant to this Article 6 may be delivered to the BUYER REPRESENTATIVE either onboard the UNIT or (at the SELLER’s option) at the onshore location of the documentation;
a copy of the Certificate of Ownership and Encumbrances (or equivalent) from the UNIT’s current ship registry showing SELLER as owners and that there are no mortgages, maritime liens or other encumbrances whatsoever registered on the UNIT dated not earlier than three (3) BUSINESS DAYS before CLOSING DATE; and
a certificate stating that the SELLER’s representations, covenants and warranties made in Article 7.1 are true and correct as of the CLOSING DATE and will continue to be true and correct so long as applicable.

Simultaneously with delivery of the UNIT as contemplated herein and the SELLER’s delivery of items set forth in Article 6.2, the BUYER shall pay the CLOSING PAYMENT to the SELLER in full and free of bank charges in accordance with Article 4, and shall deliver to the SELLER the following:
a certified copy of a resolution of the board of directors (or equivalent in line with the BUYER’s governance) of the BUYER approving the terms of this AGREEMENT and the transactions contemplated herein;
a certificate of good standing of the BUYER (or the equivalent document in the country of incorporation of the BUYER);
certified copies of certificate of incumbency for the BUYER (or the equivalent document in the country of incorporation of the BUYER) showing a list of the current directors and officers of the BUYER;
if separate from the resolution, Original Power of Attorney of the BUYER, duly notarised and apostilled, authorising the BUYER REPRESENTATIVE to execute all necessary documents and take all necessary action in order to purchase the UNIT from the SELLER; and
a certificate stating that the BUYER’s representations, covenants and warranties made in Article 7.2 are true and correct as of the CLOSING DATE and will continue to be true and correct so long as applicable.

The UNIT shall be delivered to the BUYER free from all LIENS (other than Liens in respect of taxes for which the BUYER may be liable) at the CLOSING DATE.
Concurrently with the delivery of the BILL OF SALE, (i) the SELLER shall deliver to the BUYER, and the BUYER shall accept from the SELLER, the UNIT, and (ii) each PARTY shall acknowledge such delivery and acceptance by executing and delivering the PROTOCOL OF DELIVERY AND ACCEPTANCE (as set out in ANNEXURE 4). The risk of loss in, and title to, the UNIT, shall pass to the BUYER at the CLOSING upon signing of the PROTOCOL OF DELIVERY AND ACCEPTANCE by both PARTIES.
The UNIT shall be delivered by the SELLER to the BUYER at United Arab Emirates (“DELIVERY POINT”) provided that the BUYER has paid the CLOSING PAYMENT.
As soon as possible, but no later than thirty (30) BUSINESS DAYS after delivery, the BUYER shall ensure that the name of the UNIT is changed and that any markings on the outer part of the UNIT bearing the SELLER’s flag, name or details shall be removed or deleted from the UNIT.

WARRANTIES
SELLER’S WARRANTIES

The SELLER represents, warrants and undertakes to the BUYER that:
it is the legal and beneficial owner of the UNIT;
on CLOSING DATE, the UNIT will be free of any and all LIENS (other than LIENS in respect of taxes for which the BUYER may be liable);
it has been duly incorporated, organised and/or established and is validly existing under the laws of the jurisdiction of its incorporation, organisation or establishment (as the case may be);
it has all requisite corporate power and authority to enter into the AGREEMENT and to carry out the transactions contemplated thereby;
the AGREEMENT has been duly authorised by, and upon execution will constitute a valid and legally binding agreement enforceable against, the SELLER in accordance with its terms;
it shall maintain all applicable licences, consents and permissions necessary to perform its obligations under the AGREEMENT;
it shall comply with the GROUP SUPPLIER & PARTNER CODE OF ETHICS and any other applicable BUYER’s standards and HSE requirements as may be specified in the AGREEMENT or communicated by the BUYER to the SELLER prior to the EFFECTIVE DATE;
it complies, and will comply at all relevant times, with all the applicable laws and regulations in the countries where it conducts business in connection with the performance of its obligations under this AGREEMENT; and
the UNIT shall be in conformity with the UNIT description and the TECHNICAL SPECIFICATION, as confirmed by the MECHANICAL ACCEPTANCE CERTIFICATE.
BUYER’S WARRANTIES
The BUYER represents, warrants and undertakes to the SELLER that:
it has been duly incorporated, organised and/or established and is validly existing under the laws of the jurisdiction of its incorporation, organisation or establishment (as the case may be);
it has all requisite corporate power and authority to enter into the AGREEMENT and to carry out the transactions contemplated thereby;
the AGREEMENT has been duly authorised by, and upon execution will constitute a valid and legally binding agreement enforceable against, the BUYER in accordance with its terms;
it shall maintain all applicable licences, consents and permissions necessary to perform its obligations under the AGREEMENT; and
it complies, and will comply at all relevant times, with all the applicable laws and regulations in the countries where it conducts business in connection with the performance of its obligations under this AGREEMENT.
The SELLER shall provide the BUYER with such evidence as the BUYER may require in order to confirm its compliance with the representations and warranties provided in this Article 7.
The BUYER shall provide the SELLER with such evidence as the SELLER may require in order to confirm its compliance with the representations and warranties provided in this Article 7.
The SELLER shall hold harmless, defend and indemnify the BUYER against any and all costs (including legal costs), expenses, liabilities and/or losses, claims, suits and/or proceedings of any kind arising as a result of a failure by the SELLER to comply with its obligations set out in Articles 7.1(a), 7.1(b), 7.1(c), 7.1(d), 7.1(e), 7.1(g), and 7.1(g); and shall defend, indemnify and hold the BUYER harmless from and against any losses, liabilities, damages and costs (including legal costs) arising out of or in connection with any claim by any PERSON against the BUYER in connection with such failure without prejudice to any liability limitations in relation to CONSEQUENTIAL LOSS.
The BUYER shall hold harmless, defend and indemnify the SELLER against any and all costs (including legal costs), expenses, liabilities and/or losses, claims, suits and/or proceedings of any kind arising as a result of a failure by the BUYER to comply with its obligations set out in Articles 7.2(a), 7.2(b), 7.2(c), 7.2(d) and shall defend, indemnify and hold the SELLER harmless from and against any losses, liabilities, damages and costs (including legal costs) arising out of or in connection with any claim by any PERSON against the SELLER in connection with such failure without prejudice to any liability limitations in relation to CONSEQUENTIAL LOSS.
INSPECTION OF UNIT FOR PURPOSE OF CLOSING
The SELLER agrees that, solely for the purpose of determining whether the BUYER shall have the obligation to close, the UNIT is to be in, at the CLOSING DATE, substantially the same overall condition, irrespective of any class conditions or recommendations, as the UNIT was on the 5 October 2020, fair wear and tear excepted and subject to DE MINIMIS LOSSES and the UNIT is substantially compliant with ANNEXURE 8 as confirmed by the MECHANICAL ACCEPTANCE CERTIFICATE and that all “Major” and “Critical” punch points have been rectified. (“INSPECTION CONDITION”). The SELLER and BUYER shall cooperate and work together in a timely manner to achieve the INSPECTION CONDITION within sixty (60) DAYS from the EFFECTIVE DATE provided that the UNIT shall arrive at the DELIVERY POINT within no later than thirty (30) DAYS from the EFFECTIVE DATE. For the avoidance of doubt and without limiting the generality of the foregoing, the BUYER shall be responsible for:
timely mobilizing its inspection team to the UNIT by no later than fourteen (14) DAYS from receipt of the SELLER’s written notice to the BUYER requesting the BUYER to mobilise the inspection team to commence the inspection and/or perform the endurance testing and/or confirm the INSPECTION CONDITION and accordingly issue the MECHANICAL ACCEPTANCE CERTIFICATE; and
issuing, without delay, within twenty-four (24) hours the MECHANICAL ACCEPTANCE CERTIFICATE declaring the UNIT is in the INSPECTION CONDITION upon successful completion and satisfaction of the CLOSING INSPECTION CRITERIA pursuant to ANNEXURE 8.

The BUYER, in achieving its responsibilities set out in Article 8.1 above, shall act reasonably and shall examine the UNIT as a reasonably objective buyer would do in a similar transaction.
The BUYER shall promptly provide written notice to the SELLER by no later than seven (7) BUSINESS DAYS after mobilization of the BUYER’s inspection team to the UNIT pursuant to Article 8.1(a) above in the event that the BUYER reasonably believes that the UNIT is not in the INSPECTION CONDITION. Any such notice shall specifically list the deficiencies claimed by the BUYER and must be verified and confirmed by the SELLER (with any actual deficiencies referred to herein as “DEFICIENCIES”).
In the event that the BUYER notifies the SELLER of DEFICIENCIES, such DEFICIENCIES shall be subject to the provisions of Article 10.2.
Subject to them signing the SELLER’s letters of indemnity and provided the DEPOSIT shall have been paid by the BUYER in accordance with Article 3.2, the BUYER shall have the right to put up to three (3) representatives on board the UNIT at the BUYER’s own cost, risk and liability up to two (2) weeks prior to the CLOSING to confirm that the UNIT is in the INSPECTION CONDITION. In the event the CLOSING of the sale and purchase of the UNIT does not take place for any reason, the BUYER shall immediately remove, at the BUYER’s expense, any person the BUYER has placed on the UNIT.

NO WARRANTIES
Notwithstanding anything herein to the contrary, the BUYER hereby acknowledges that the sale, purchase and delivery of the UNIT together with the associated equipment shall be on an “AS IS” basis, with all faults on the CLOSING DATE accepted by the BUYER (notwithstanding that any inspection carried out by the BUYER or any faults that may have not been discoverable by the BUYER or its contractors or disclosed by the SELLER or its contractors on or before CLOSING), and that this AGREEMENT and the sale and purchase of the UNIT and the associated equipment are WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTY OR CONDITION, EXPRESSED OR IMPLIED, BY THE SELLER, AND THAT THE SELLER DOES NOT MAKE ANY PROMISE (WHETHER BY WAY OF CONDITION, WARRANTY OR GUARANTY) OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH REGARDS TO THE UNIT AND ASSOCIATED EQUIPMENT, INCLUDING AS TO SEAWORTHINESS, VALUE, CLASS, DESIGN, WORKMANSHIP, MERCHANTABILITY, FITNESS OF THE UNIT OR ANY PART THEREOF FOR TOWAGE (OR OTHER TRANSPORTATION), DRILLING OPERATIONS , RECYCLING AND ANY PARTICULAR PURPOSE, THE PRESENCE OR OTHERWISE OF HAZARDOUS MATERIALS IN OR ON THE UNIT, OR THE NATURE OR QUANTITY OF ANY SUCH HAZARDOUS MATERIALS, OR THE AVAILABILITY, OR ELIGIBILITY OF THE UNIT AND/OR ASSOCIATED EQUIPMENT FOR EXPORT APPROVALS OR CLASS INSPECTION AND/OR MAINTENANCE, AND NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT THE BUYER HEREBY WAIVES AND AGREES TO WAIVE AS AGAINST THE SELLER’s INDEMNIFIED PARTIES ALL CONDITIONS, WARRANTIES, CLAIMS, REMEDIES AND LIABILITIES ARISING BY LAW OR OTHERWISE, REGARDLESS OF CAUSE, WITH RESPECT TO THE UNIT AND ASSOCIATED EQUIPMENT.
TOTAL LOSS; PARTIAL LOSS
TOTAL LOSS

If during the period between the EFFECTIVE DATE and the CLOSING TIME, there is an actual total casualty loss, constructive total casualty loss or compromised total casualty loss (collectively, a “TOTAL LOSS”) of the UNIT, this AGREEMENT shall terminate and neither PARTY shall have any claim of whatsoever nature against the other in connection with this AGREEMENT.
PARTIAL LOSS
If during the period between the EFFECTIVE DATE and the CLOSING TIME, the UNIT suffers a PARTIAL LOSS, then the terms of this Article 10.2 shall apply and the SELLER shall provide written notice to the BUYER of such PARTIAL LOSS.
The PARTIES agree that the SELLER shall not be required to remedy DE MINIMIS LOSSES, whether pursuant to Articles 8 or 10 or otherwise. In respect of PARTIAL LOSSES other than DE MINIMIS LOSSES, the following provisions of this Article 10.2 shall apply.
At the time of giving the notice referred to in paragraph Article 10.2(a) above, the SELLER shall either:
notify the BUYER that the SELLER will perform the work necessary to cause the UNIT to meet the requirements specified herein (“REPAIR WORK”); or
notify the BUYER that the SELLER does not intend to perform the REPAIR WORK, in which case the provisions of Articles 10.2(d) and 10.2(e) shall apply.

If the SELLER notifies the BUYER that it does not intend to perform the REPAIR WORK, and the PARTIES are able to agree in writing on the costs of such REPAIR WORK or other acceptable PURCHASE PRICE reduction within fourteen (14) DAYS of the BUYER’s receipt of notice under Article 10.2(a) above, the PURCHASE PRICE shall be reduced by such agreed amount and the sale shall be completed as soon as reasonably practicable.
If the SELLER notifies the BUYER that it does not intend to perform such REPAIR WORK, and the PARTIES are unable to agree in writing on the costs of the REPAIR WORK or other acceptable PURCHASE PRICE reduction within the time period specified in Article 10.2(d), then the BUYER at its sole discretion shall mandate a qualified independent third party (the “QUALIFIED THIRD PARTY”) to assess the reasonable cost of carrying out such REPAIR WORK. The QUALIFIED THIRD PARTY shall provide an assessment of such cost with reasons and the PARTIES agree that such amount shall constitute the amount for the REPAIR WORK in question and such assessment shall be final and binding upon both PARTIES and the PURCHASE PRICE shall be reduced by such amount and the sale shall be completed as soon as reasonably practicable.
If, under Article 10.2(e), the QUALIFIED THIRD PARTY is required to assess any damage to the UNIT and quantify the cost of any REPAIR WORK, the QUALIFIED THIRD PARTY shall be instructed jointly by the PARTIES to carry out such assessment and quantification, such appointment expressly to require the QUALIFIED THIRD PARTY to act impartially when carrying out such assessment and quantification. The cost of any such appointment is to be shared equally between the PARTIES.

TAXES AND DUTIES
The SELLER shall bear all corporate income and capital gains Taxes assessed on account of the sale.
The BUYER shall bear all other Taxes including UAE VAT, all transfer, registration, customs duties, fees, import, export, excise and any other type of Taxes which are assessed on account of or in connection with the sale or a deemed importation of the UNIT as a result of or in connection with the sale, whether or not levied directly upon the BUYER or an AFFILIATE of the BUYER, and the PURCHASE PRICE shall be net of such amounts. As used in this Article 11, the expression “Taxes” shall include fees, charges, value added tax, fines, penalties and any interest with respect to taxes;
The SELLER shall be liable for and shall indemnify the BUYER and the BUYER’s AFFILIATES against any and all DAMAGES arising out of or relating to any Taxes for which the SELLER is responsible under Article 11.1.
The BUYER shall be liable for and shall indemnify the SELLER and the SELLER’s AFFILIATES against any and all DAMAGES arising out of or relating to any Taxes for which the BUYER is responsible under Article 11.2.
Any fees and expenses in connection with the registration under BUYER’s flag shall be for BUYER’s account, whereas similar charges in connection with the closing of the SELLER’s registry shall be for SELLER’s account.

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PERFORMANCE BANK GUARANTEE
Within fourteen (14) DAYS from the EFFECTIVE DATE and as a condition precedent on the BUYER to pay the MECHANICAL ACCEPTANCE PAYMENT and the CLOSING PAYMENT, the SELLER shall provide the BUYER with an irrevocable and unconditional performance bank guarantee (the “PERFORMANCE BANK GUARANTEE”):
in the form set out in Error: Reference source not found-A;
issued by an international bank registered in the UAE and operating within the jurisdiction of the UAE Central Bank;
which expires on the OUTSIDE DATE;
in an amount specified in the FORM OF AGREEMENT.

Subject to any outstanding calls and settlement of all claims in connection with any termination of the AGREEMENT (where applicable), the BUYER shall return the PERFORMANCE BANK GUARANTEE to the SELLER on the earlier of:
fifteen (15) DAYS after CLOSING; or
upon termination of the AGREEMENT,

(the “PERFORMANCE BANK GUARANTEE RETURN DATE”).
In the event that there is a change in the PURCHASE PRICE of more than ten percent (10%), the SELLER shall procure that the value of the PERFORMANCE BANK GUARANTEE be increased or decreased proportionally.
The SELLER shall ensure that a valid PERFORMANCE BANK GUARANTEE is in place until the OUTSIDE DATE.
If for any reason the PERFORMANCE BANK GUARANTEE is invalidated before the PERFORMANCE BANK GUARANTEE RETURN DATE, the SELLER shall, within fourteen (14) DAYS of the BUYER issuing notice to the SELLER, provide a new PERFORMANCE BANK GUARANTEE for the same amount and on the same terms as the invalidated PERFORMANCE BANK GUARANTEE, subject to making any changes that may be necessary to avoid the cause of the invalidation arising again.
If the BUYER considers, in good faith, that:
the SELLER has committed a material breach under the AGREEMENT and the BUYER has given the SELLER thirty (30) DAYS, or such other period which may be agreed between the PARTIES, to remedy such breach but such breach is not remedied by the SELLER within such reasonable period; or
an INSOLVENCY EVENT has occurred in relation to the SELLER,

the BUYER may draw on the PERFORMANCE BANK GUARANTEE.
If the BUYER receives a payment from the guarantor under the PERFORMANCE BANK GUARANTEE, and it is later found that the SELLER has not breached its obligations under the AGREEMENT, the BUYER shall immediately reimburse the SELLER for such payment, after which the SELLER shall procure the reissuance of the PERFORMANCE BANK GUARANTEE to the BUYER in accordance with Article 12.1. Upon such reimbursement, except for any accrued bank charges and/or interest incurred by the SELLER, the BUYER shall have no other liability to the SELLER in respect thereof.
PARENT COMPANY GUARANTEE
On the EFFECTIVE DATE, the SELLER shall provide to the BUYER, at its own cost, a duly executed PARENT COMPANY GUARANTEE in the form set out in Error: Reference source not found-B from the PERSON(S) specified in the FORM OF AGREEMENT guaranteeing all of the SELLER’s obligations and liabilities under the AGREEMENT. Where applicable, a PARENT COMPANY GUARANTEE shall be provided from the ultimate parent company of the SELLER guaranteeing the performance of the SELLER’s obligations and liability under the AGREEMENT.
The SELLER shall ensure that:
the PARENT COMPANY GUARANTEE remains valid and in force until the OUTSIDE DATE; and
if the PARENT COMPANY GUARANTEE is or becomes invalid or unenforceable for any reason, the SELLER shall immediately deliver to the BUYER a valid and enforceable replacement PARENT COMPANY GUARANTEE in favour of the BUYER or such other security as the BUYER may, in its sole discretion, determine.

The BUYER shall be entitled to terminate the AGREEMENT with immediate effect by written notice to the SELLER if the SELLER fails to provide to the BUYER the duly executed PARENT COMPANY GUARANTEE in accordance with Article 13.1 and where such breach is not remedied within two (2) BUSINESS DAYS by the SELLER.

TERMINATION
Either PARTY shall be entitled to terminate the AGREEMENT, at any time prior to the CLOSING, with immediate effect by written notice to the other PARTY if one or more of the following occurs:
if during the period between the EFFECTIVE DATE and the CLOSING TIME, there is a TOTAL LOSS of the UNIT as described in Article 10.1;
an INSOLVENCY EVENT occurs in relation to the other PARTY;
either PARTY is prevented, hindered or delayed in the performance of all or any material part of its obligations under the AGREEMENT by reason of a FORCE MAJEURE EVENT, provided that such PARTY has satisfied the conditions of Article 17, and the FORCE MAJEURE EVENT causes the OUTSIDE DATE to be extended for a continuous period of sixty (60) DAYS or more; and
performance of this AGREEMENT or any of the transactions contemplated herein has become unlawful under the LAW.

Without prejudice to Article 14.1, the BUYER shall be entitled to terminate the AGREEMENT with immediate effect by written notice to the SELLER if one or more of the following occurs:
if there is a failure by the SELLER to complete the CLOSING INSPECTION CRITERIA in accordance with Article 8.1 for reasons that are solely attributable to the SELLER, where such failure is not remedied within thirty (30) DAYS but no later than forty-five (45) DAYS by the SELLER;
if the SELLER delivers the UNIT to the BUYER not in conformity with the UNIT description and the TECHNICAL SPECIFICATION, as confirmed by the MECHANICAL ACCEPTANCE CERTIFICATE, where such failure is not remedied within thirty (30) DAYS and no later than forty-five (45) DAYS by the SELLER;
the SELLER has assigned, transferred, charged or otherwise encumbered any of its rights, obligations, interests or benefits arising under the AGREEMENT or purports to do any of the foregoing, other than in accordance with the AGREEMENT;
the SELLER fails to provide to the BUYER with the PERFORMANCE BANK GUARANTEE and/or ADVANCE BANK GUARANTEE in accordance with Articles 12.1 and 3.2(b) respectively, where such breach is not remedied within two (2) BUSINESS DAYS by the SELLER; and
if:
there has been a breach, in any material respect, by the SELLER or any of its AFFILIATES, as applicable, of any representation, warranty, covenant or agreement set forth in this AGREEMENT or if any representation or warranty of the SELLER or any of its AFFILIATES, as applicable, in this AGREEMENT shall have become untrue; in either case such that the warranties set forth in Articles 7.1 or 7.3 would not be true in any material respect; and
such breach is not cured before the later of:
forty-five (45) DAYS after written notice of such breach is given to the SELLER (or its respective AFFILIATE) by the BUYER (or its respective AFFILIATE); or
the OUTSIDE DATE

provided, however, that:
the right to terminate this AGREEMENT pursuant to this ‎Article 14.2 shall not be available to the BUYER if it or any of its AFFILIATES, as applicable, at such time, is in breach of any representation, warranty, obligation, covenant or agreement set forth in this AGREEMENT; and,
in case any of the remedy periods set out in paragraphs (a), (b) and/ (e) falls after the OUTSIDE DATE, the OUTSIDE DATE shall be automatically extended until the end of the remedy period
Without prejudice to Article 14, the SELLER shall be entitled to terminate the AGREEMENT with immediate effect by written notice to the BUYER if one or more of the following occurs:
the BUYER fails to pay the DEPOSIT in accordance with Article 3.2(a) and where such breach is not remedied within five (5) BUSINESS DAYS by the BUYER;
the BUYER fails to pay the MECHANICAL ACCEPTANCE PAYMENT in accordance with Article 3.3 and where such breach is not remedied within five (5) BUSINESS DAYS by the BUYER;
the BUYER fails to pay the CLOSING PAYMENT in accordance with Article 4.1 and where such breach is not remedied within five (5) BUSINESS DAYS by the BUYER;
the BUYER fails to take delivery of the UNIT on the CLOSING DATE in accordance with Article 6, except where such failure is caused by reasons solely attributable to the SELLER; provided, however, that no termination right shall arise if such reasons (i) are beyond the reasonable control of the PARTIES, and (ii) do not constitute a FORCE MAJEURE EVENT, in which case the PARTIES shall meet to discuss such matter;
the BUYER fails to mobilize the BUYER’s inspection team to the UNIT by the end of the period specified in Article 8.1(a) and where such failure is not caused by events out with the control of the BUYER; and
the BUYER fails to issue the MECHANICAL ACCEPTANCE CERTIFICATE in accordance with Article 8.1(b), subject to there being no ongoing material breach by the SELLER; and
if:
there has been a breach (other than the BUYER’s breach events set out above), in any material respect, by the BUYER or any of its AFFILIATES, as applicable, of any representation, warranty, obligation, covenant or agreement set forth in this AGREEMENT or if any representation or warranty of the BUYER or any of its AFFILIATES, as applicable, in this AGREEMENT shall have become untrue; in either case such that the warranties set forth in Article 7.2 or Article 7.4 would not be true in any material respect; and
such breach is not cured before the later of:
forty-five (45) DAYS after written notice of such breach is given to the BUYER (or its respective AFFILIATE) by the SELLER (or its respective AFFILIATE); or
ten (10) BUSINESS DAYS after the OUTSIDE DATE

the BUYER has assigned, transferred, charged or otherwise encumbered any of its rights, obligations, interests or benefits arising under the AGREEMENT or purports to do any of the foregoing, other than in accordance with the AGREEMENT;

provided, however, that the right to terminate this AGREEMENT pursuant to this ‎Article 14.3 shall not be available to the SELLER if it or any of its AFFILIATES, as applicable, at such time, is in breach of any representation, warranty, obligation, covenant or agreement set forth in this AGREEMENT.
This AGREEMENT may not be terminated or otherwise ended by either PARTY on any ground, or for any reason, except as set forth in this Article 14. The PARTIES hereby expressly exclude, to the fullest extent permitted by LAW, the application of Articles 267 through 275 as well as, where applicable, Articles 886, 877, and 892 through 896 of the CIVIL CODE. For the avoidance of doubt, except as set forth in this AGREEMENT, the PARTIES hereby expressly exclude any requirements of notice, proportionality or the need to have recourse to a court or tribunal that may be provided for in the CIVIL CODE.
EFFECTS, RIGHTS AND OBLIGATIONS ON EXPIRY OR TERMINATION
Except for the obligations under ‎ Article 25, Article 15, ‎‎Article 20, Article 22, Article 23, Article 26 and Article Error: Reference source not found, termination of this AGREEMENT pursuant to Article ‎14 above shall terminate all obligations of the PARTIES.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY
For the purpose of this Article 16, “CONFIDENTIAL INFORMATION” shall mean:
all fiscal, commercial, financial, technical, operational or other information in whatever form (including information disclosed orally or electronically) pertaining to a PARTY or an AFFILIATE of a PARTY;
any information provided by any member of the GROUP prior to the EFFECTIVE DATE for the purposes of evaluating the transactions contemplated by the AGREEMENT and/or in connection with the negotiations leading up to the execution of the AGREEMENT;
the AGREEMENT, and any drafts thereof; and
any discussions and negotiations between the PARTIES and documents pertaining to the AGREEMENT or the performance thereof.

Subject to Articles ‎16.4, 16.5 and 16.6, each PARTY shall:
hold CONFIDENTIAL INFORMATION in strict confidence and shall not disclose or otherwise make it available to any PERSON without the written consent of the other PARTY, such consent shall not be unreasonably withheld.
use CONFIDENTIAL INFORMATION solely for the purpose of performing its obligations under the AGREEMENT; and
keep CONFIDENTIAL INFORMATION securely and properly protected against theft, damage, loss and unauthorised access (including access by electronic means) and shall use the same degree of care that it uses for confidential information of like kind, but no less than reasonable efforts to ensure that CONFIDENTIAL INFORMATION is kept confidential.

Each PARTY shall notify the other PARTY immediately upon becoming aware that the CONFIDENTIAL INFORMATION provided by that PARTY has been disclosed to, or obtained by, a THIRD PARTY (otherwise than as permitted by these GENERAL TERMS AND CONDITIONS) and shall take such steps as may reasonably be necessary to mitigate any adverse effects of such disclosure on that PARTY.
The obligations set out in Article 16.2 shall not apply to any information which:
at the time of supply by (or on behalf of) the relevant PARTY is in, or subsequently comes into, the public domain, except through breach of any of the undertakings set out in the AGREEMENT;
the PARTY can prove was known or already in the PARTY’s lawful possession prior to its disclosure by (or on behalf of) the other PARTY;
subsequently comes lawfully into the possession of the PARTY or any of its respective AFFILIATES from a Third party who does not owe the relevant PARTY an obligation of confidence in relation to it;
was independently developed by the PARTY or any of its AFFILIATES without any reliance on any part of the CONFIDENTIAL INFORMATION; or
the PARTIES agree in writing is not confidential.

Notwithstanding Article 16.2, each PARTY may disclose CONFIDENTIAL INFORMATION:
to its directors, officers and employees, to the extent such PERSON needs access to the CONFIDENTIAL INFORMATION for the purposes of or in connection with the AGREEMENT;
to an AFFILIATE, to the extent such AFFILIATE needs access to the CONFIDENTIAL INFORMATION for the purposes of or in connection with the AGREEMENT and provided that the AFFILIATE agrees to abide by the obligations of such PARTY with respect to the CONFIDENTIAL INFORMATION;
to any technical consultant or professional adviser engaged by or on behalf of such PARTY or its AFFILIATES, provided that such technical consultant or professional adviser agrees in writing (unless such professional adviser is under a legal obligation of confidentiality):
to abide by the obligations of such PARTY with respect to CONFIDENTIAL INFORMATION, including any applicable THIRD PARTY obligations;
to hold the CONFIDENTIAL INFORMATION in confidence and use it only for the express purpose for which the CONFIDENTIAL INFORMATION was provided;
to treat the CONFIDENTIAL INFORMATION in the same manner as if it were a party to the AGREEMENT; and
not to consent to the disclosure of the CONFIDENTIAL INFORMATION except with the prior written consent of the other PARTY;

to the extent necessary to enforce or defend its rights in legal proceedings, provided that the disclosing PARTY uses its reasonable commercial efforts to:
disclose only that portion of the CONFIDENTIAL INFORMATION as is reasonably necessary for the disclosing PARTY’s enforcement or defence of its rights in legal proceedings;
disclose only to those PERSONS reasonably necessary for the disclosing PARTY’s enforcement or defence of its rights in legal proceedings; and
cooperate with the other PARTY to obtain a protective order or similar device to maintain the confidential status of the CONFIDENTIAL INFORMATION; and

to the extent required by LAW (including, without limitation, any rule or regulation of any organised securities exchange, market or automated quotation system on which any of the disclosing PARTY’s or its AFFILIATES’ securities are listed or quoted), valid legal process, government, governmental department, agency or regulatory body, provided that the disclosing PARTY uses its reasonable commercial efforts to:
provide the other PARTY with prompt notice of such requirement in order to enable the non-disclosing PARTY to:
seek an appropriate protective order or other remedy; or
consult with the disclosing PARTY with respect to taking steps to resist or narrow the scope of such request or requirement; and

disclose only that part of the CONFIDENTIAL INFORMATION as is required if such protective order or other remedy is not obtained.

Notwithstanding Article 16.2 the BUYER may disclose CONFIDENTIAL INFORMATION to any PERSON who is a potential investor, provided that such PERSON agrees in writing (unless such PERSON is under a legal obligation of confidentiality):
to abide by the obligations of the BUYER with respect to CONFIDENTIAL INFORMATION;
to hold the CONFIDENTIAL INFORMATION in confidence and use it only for the express purpose for which the CONFIDENTIAL INFORMATION was provided;
to treat the CONFIDENTIAL INFORMATION in the same manner as if it were a party to the AGREEMENT; and
not to consent to the disclosure of the CONFIDENTIAL INFORMATION except with the prior written consent of the other PARTY.

INTELLECTUAL PROPERTY
Each PARTY shall retain the INTELLECTUAL PROPERTY RIGHTS to the proprietary information owned by such PARTY at the EFFECTIVE DATE or otherwise produced by such PARTY outside of the AGREEMENT.
Subject to Articles 16.7 and 6.7, all INTELLECTUAL PROPERTY RIGHTS in the UNIT DOCUMENTATION shall vest in the BUYER upon CLOSING.
As between the PARTIES, the BUYER shall retain the INTELLECTUAL PROPERTY RIGHTS in any documentation which is provided to the SELLER by or on behalf of the BUYER in connection with the AGREEMENT on the CLOSING DATE.
The SELLER shall ensure that:
it shall take all such steps and execute all such assignments and other documents as the BUYER may require to ensure that:

all INTELLECTUAL PROPERTY RIGHTS required to vest in the BUYER pursuant to Article 17.9 vest in and belong to the BUYER on the CLOSING DATE; and
the licence granted pursuant to Article 16 is perfected as of the CLOSING DATE;
it shall not register any UNIT DOCUMENTATION in the name of the SELLER or any THIRD PARTY (including any of its officers, directors, employees, representatives, subcontractors, advisers and agents);
in carrying out the UNIT work, it shall not infringe any INTELLECTUAL PROPERTY RIGHTS owned by a THIRD PARTY; and
the UNIT and the UNIT DOCUMENTATION shall not infringe any INTELLECTUAL PROPERTY RIGHTS owned by a THIRD PARTY whether by reason of the use or exploitation;
Title to the UNIT and all materials shall transfer to the BUYER on CLOSING DATE. Under no circumstances shall the SELLER have any entitlement to payment in respect of any materials prior to the transfer of title in accordance with this Article 16.2.
The SELLER shall do all things necessary to ensure that ownership of the materials is transferred to the BUYER in accordance with Article 16.2 and is free and remains free from any lien, charge or any other security interest and that no PERSON other than the BUYER shall have any claim to ownership thereto. If any materials are subject to any lien, charge or other security interest, without limiting any other rights, the BUYER may discharge the lien, charge or other security interest and the costs incurred in so doing will be a debt due and payable from the SELLER to the BUYER.
FORCE MAJEURE EVENT
Neither PARTY shall be considered in default of the performance of its obligations under the AGREEMENT, to the extent that performance of such obligations is prevented, hindered or delayed by a FORCE MAJEURE EVENT, provided that:
there is a causal relation between the prevention or delay claimed and the FORCE MAJEURE EVENT invoked;
the affected PARTY notifies the other PARTY in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance within seven (7) DAYS after becoming aware of the FORCE MAJEURE EVENT relied on;
the affected PARTY has complied with Article 17.2; and
the affected PARTY shall bear the burden of proving that a FORCE MAJEURE EVENT has occurred and that it is so affected.

A PARTY affected by a FORCE MAJEURE EVENT shall take all reasonable measures available (at its own cost) to mitigate the effect of such FORCE MAJEURE EVENT, including cooperating with the other PARTY to develop and implement a plan of remedial action and reasonable alternative measures to remedy the effects of such FORCE MAJEURE EVENT.
Without prejudice to either PARTY’s rights under Article 14, if the SELLER is affected by a FORCE MAJEURE EVENT, and provided that the SELLER satisfies the requirements of Article 17.1 and Article 17.2, the SELLER shall be entitled to an extension of the OUTSIDE DATE to such later date as may be required to allow CLOSING to occur pursuant to Article 10.2.

INSURANCE
The SELLER shall obtain and maintain:
hull and machinery insurance in respect of customary maritime perils, covering loss and/or damage (total and partial) to the UNIT, to the extent of the fair market value of the UNIT, coverage to include removal of wreck and debris, with a limit of the full value of the UNIT, customarily adjusted on 75% Hull and Machinery Value and 25% Increased Value (to cover additional costs associated with replacing a lost rig or any sundry expenses);
P&I insurance and maritime liability (generally for collision, pollution and crew or third party liability including any tow boats and their crew liabilities), with a limit of USD 200,000,000, including pollution liabilities for the policy period;
war risk insurance, with a limit of the full value of the UNIT with additional war risk cover for the high risk zones;
workmen’s compensation, with a limit per the applicable laws of the UAE; and
general liability cover for liabilities arising out of their business operations: Limit – USD 5,000,000 per occurrence.

All deductibles or self-insured retentions that are applicable under insurance policies to be procured by the SELLER under the AGREEMENT shall be for the account of and paid for by the SELLER, including any deductibles or self-insured retentions applicable to coverage of claims made against the BUYER INDEMNIFIED PARTIES for which the SELLER is responsible.

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The SELLER shall ensure that all insurance policies provided by the SELLER shall:
be obtained on an additional insured basis in the names of the BUYER and its AFFILIATES with the exception of the insurances required under Article 18.1(d) above for Employers’ Liability/Workmen’s Compensation; and
contain a waiver of subrogation against its contractual principals which shall include the BUYER INDEMNIFIED PARTIES,
to the extent of the liabilities assumed by the SELLER under the AGREEMENT.
Upon the BUYER’s request, SELLER shall provide the BUYER with certificates of insurance or other documentary evidence, satisfactory to the BUYER, of the insurance cover and conditions required under this Article 18 and the AGREEMENT. The BUYER’s acceptance of such evidence does not constitute a waiver, release or modification of the required insurance.
If at any time the BUYER considers that any insurance certificate provided by the SELLER is not sufficient to evidence that such insurance policies have been obtained and maintained, the BUYER may request, and the SELLER shall promptly provide, any further information the BUYER requires to verify that such insurance policies have been obtained and maintained and/or an undertaking from the SELLER confirming that such insurance policies have been obtained and maintained. The BUYER may take any steps necessary to ensure that the insurance policies shall remain in force throughout the TERM.
If any insurance policy is cancelled, or if there is a material change which may affect the BUYER’s interest, or if the SELLER fails to effect or maintain any policy which it is required by the AGREEMENT to effect and maintain, the BUYER may at its sole discretion effect and maintain any such insurance or additional insurance as the BUYER shall consider necessary and recover the cost from the SELLER.
The SELLER’s compliance with the insurance requirements set out in this Article 18 shall not be construed as limiting the SELLER’s liability to the BUYER and others as set out in Article 19. SELLER shall fully indemnify BUYER INDEMNIFIED PARTIES against loss or damage arising out of any failure to effect or maintain such insurances specified by the AGREEMENT or out of any act or omission, which invalidates the said insurances or in the event that liability for any loss or damage be denied by any underwriter, in all or in part, because of breach of said insurance requirements by the SELLER.
If the SELLER becomes aware of any incident related to the AGREEMENT and which is likely to give rise to a claim under the above insurances, the SELLER shall notify the BUYER and the BUYER shall co-operate to the extent applicable in the investigation.
Any insurance arranged in accordance with this Article 18 shall be obtained in accordance with Article 26 of Federal Law No. (6) of 2007, as far as possible. However, the BUYER may at its discretion accept insurance policies from other competent insurance companies provided that such insurance policies meet all other requirements mentioned in this Article 18.
LIABILITY AND INDEMNITY
LIABILITY FOR PERSONNEL
The SELLER shall indemnify and hold harmless the BUYER INDEMNIFIED PARTIES from and against all losses, liabilities, damages and costs (including legal costs) (collectively, “DAMAGES”) arising out of or in connection with any claim by any PERSON against the BUYER INDEMNIFIED PARTIES in respect of death, illness or injury to the SELLER PERSONNEL that arises out of or in connection with the performance of the AGREEMENT by the BUYER INDEMNIFIED PARTIES and/or the SELLER INDEMNIFIED PARTIES, except to the extent arising out of or in connection with the GROSS NEGLIGENCE / WILFUL MISCONDUCT of the BUYER INDEMNIFIED PARTIES.
The BUYER shall indemnify and hold harmless the SELLER INDEMNIFIED PARTIES from and against any DAMAGES arising out of or in connection with any claim by any PERSON against the SELLER INDEMNIFIED PARTIES in respect of the death, illness of or injury to the BUYER PERSONNEL that arises out of or in connection with the performance of the AGREEMENT by the BUYER INDEMNIFIED PARTIES and/or the SELLER INDEMNIFIED PARTIES, except to the extent arising out of or in connection with the GROSS NEGLIGENCE / WILFUL MISCONDUCT of the SELLER INDEMNIFIED PARTIES.

LIABILITY FOR PROPERTY
The SELLER shall indemnify and hold harmless the BUYER INDEMNIFIED PARTIES from and against any DAMAGES arising out of or in connection with any claim by any PERSON against the BUYER INDEMNIFIED PARTIES in respect of loss of or damage to the PROPERTY of the SELLER INDEMNIFIED PARTIES (including the UNIT prior to the CLOSING TIME), including the loss of use thereof, that arises out of or in connection with the performance of the AGREEMENT by the BUYER INDEMNIFIED PARTIES and/or the SELLER INDEMNIFIED PARTIES,; and
The BUYER shall indemnify and hold harmless the SELLER INDEMNIFIED PARTIES from and against any DAMAGES arising out of or in connection with any claim by any PERSON against the SELLER INDEMNIFIED PARTIES in respect of any loss of or damage to the PROPERTY of the BUYER INDEMNIFIED PARTIES (including the UNIT on or after the CLOSING TIME), which arises out of or in connection with the performance of the AGREEMENT by the BUYER INDEMNIFIED PARTIES, except to the extent arising out of or in connection with the GROSS NEGLIGENCE / WILFUL MISCONDUCT of the SELLER INDEMNIFIED PARTIES.

LIABILITY FOR THIRD PARTIES
The SELLER shall indemnify and hold harmless the BUYER INDEMNIFIED PARTIES from and against any DAMAGES arising out of or in connection with any claim by any PERSON against the BUYER INDEMNIFIED PARTIES in respect of any of the following:

death, illness of or injury to any THIRD PARTY; or
loss of or damage to the PROPERTY of any THIRD PARTY,
which, in the case of each event, arises out of or in connection with the performance of the AGREEMENT by the SELLER INDEMNIFIED PARTIES.
The BUYER shall indemnify and hold harmless the SELLER INDEMNIFIED PARTIES from and against any DAMAGES arising out of or in connection with any claim by any PERSON against the SELLER INDEMNIFIED PARTIES in respect of any of the following:
death, illness of or injury to any THIRD PARTY; or
loss of or damage to the PROPERTY of any THIRD PARTY,
which, in the case of each event, arises out of or in connection with the performance of the AGREEMENT by the BUYER INDEMNIFIED PARTIES.
PROCEDURE FOR DEFENCE OF INDEMNIFIED CLAIMS
If either PARTY becomes aware of any claim in respect of any of the events described in Articles 7.5, 19.1 to 19.3 (“INDEMNIFIED CLAIM”), such PARTY shall promptly provide notice thereof in writing to the other PARTY. Such notice shall include as much detail as is reasonably practicable regarding the INDEMNIFIED CLAIM. Notwithstanding the foregoing, lack of prompt notice shall not be a defence to indemnification.
Upon receiving written notice of any INDEMNIFIED CLAIM, the INDEMNIFYING PARTY may request permission from the INDEMNIFIED PARTY to assume control of the defence of the INDEMNIFIED CLAIM. The INDEMNIFIED PARTY shall promptly decide, at its sole discretion, whether to grant the permission sought by the INDEMNIFYING PARTY, provided that the INDEMNIFIED PARTY’s silence, or any delay in response, shall not be deemed as an acceptance to grant the permission sought by the INDEMNIFYING PARTY.
Subject to Article 19.4(e), in the event the INDEMNIFIED PARTY grants permission under Article 19.4(b), the INDEMNIFYING PARTY shall have control of the conduct of the defence of the INDEMNIFIED PARTY, including the selection and management of counsel. An INDEMNIFYING PARTY who assumes control of the defence shall be responsible for paying the INDEMNIFIED PARTY’s reasonable defence costs, including attorneys’ fees, on a current basis and throughout the pendency of any such INDEMNIFIED CLAIMS. In this case, the INDEMNIFIED PARTY shall have the right, at its sole discretion, to be represented by advisory counsel of its own selection and at its own cost and to monitor the progress and handling of an INDEMNIFIED CLAIM.
If the INDEMNIFYING PARTY does not assume control of the defence, the INDEMNIFIED PARTY shall assume the defence of and defend such INDEMNIFIED CLAIMS to the best of its ability. The INDEMNIFIED PARTY shall provide the INDEMNIFYING PARTY with regular notices in writing, which include as much detail as is reasonably practicable regarding the status of the INDEMNIFIED CLAIMS. Notwithstanding the foregoing, lack of regular notices shall not be a defence to indemnification. The INDEMNIFYING PARTY may provide the INDEMNIFIED PARTY with advice regarding the defence strategy for the INDEMNIFIED CLAIMS. The INDEMNIFIED PARTY shall carefully consider, but not be legally obliged to implement, the INDEMNIFYING PARTY’s advice (if any).
Notwithstanding the other provisions of Article 19.4, if any PERSON (other than BUYER INDEMNIFIED PARTIES) brings any claim against the SELLER INDEMNIFIED PARTIES which arises (i) in ABU DHABI; (ii) out of or in connection with the AGREEMENT; or (iii) in respect of the PROPERTY of the BUYER INDEMNIFIED PARTIES, the BUYER, at its sole discretion, may assume control of the conduct of the defence of the claim, including the selection and management of counsel. The SELLER hereby agrees, and shall ensure that the SELLER INDEMNIFIED PARTIES agree, to the BUYER assuming control of the defence of such claim. Upon assuming control of the defence in relation to any such claim, the BUYER shall be subrogated to the rights and liabilities of the SELLER INDEMNIFIED PARTIES in relation to the claim, including with respect to the damages payable or owing as a result of any such claim. For the avoidance of doubt, such subrogation shall include the BUYER’s assumption of responsibility for paying the SELLER INDEMNIFIED PARTIES’ defence costs, including attorney’s fees, on a current basis and throughout the pendency of the claim. For the avoidance of doubt, the BUYER shall only be subrogated to the rights and obligations of the SELLER INDEMNIFIED PARTIES in relation to the claim where the BUYER assumes control of the defence of claims in accordance with this Article 19.4(e).
Wherever the BUYER assumes control of the defence pursuant to Article 19.4(e), it undertakes not to disclose the details of any related litigation or arbitration proceedings or negotiated or agreed settlements without the prior written consent of the SELLER INDEMNIFIED PARTIES.
Save for where the BUYER assumes control of the defence pursuant to Article 19.4(e) (in which case the BUYER shall be subrogated to the rights of the SELLER INDEMNIFIED PARTIES, including the right to settlement), no PARTY shall settle, compromise, offer to settle or compromise, assume any contractual obligation relating to, or admit liability for INDEMNIFIED CLAIMS without the consent of the other PARTY, which consent shall not unreasonably be withheld or delayed.

PAYMENT OF INDEMNITY
Any indemnity provided under this Article 19 shall be due by the INDEMNIFYING PARTY to the INDEMNIFIED PARTY within ninety (90) DAYS following either:
the notification by the INDEMNIFIED PARTY to the INDEMNIFYING PARTY of the final adjudication by a court or an arbitral tribunal of competent jurisdiction of the claims referred to in Article 7.5 or Articles 19.1 to 19.3; or
the conclusion of a settlement of claims by the INDEMNIFIED PARTY and the claimant(s), provided that the INDEMNIFYING PARTY approves the terms of such settlement, which approval shall not unreasonably be withheld or delayed.

All losses, liabilities, damages and costs which are recoverable under Article 7.5 or this Article 19, other than amounts ordered by a tribunal or agreed in a settlement, shall become due by the INDEMNIFYING PARTY to the INDEMNIFIED PARTY within ninety (90) DAYS following the notification by the INDEMNIFIED PARTY to the INDEMNIFYING PARTY of the final adjudication by a court or an arbitral tribunal of competent jurisdiction of the related claims, or, upon the conclusion of a settlement of the related claims by the INDEMNIFIED PARTY and the claimant(s) in accordance with 19.5(a)(ii), as the case may be, provided that the INDEMNIFIED PARTY furnishes proof of the losses, liabilities, damages and/or costs incurred.

WAIVER OF RECOURSE
In consideration for the rights that the SELLER has received under the AGREEMENT, the BUYER INDEMNIFIED PARTIES shall have no liability whatsoever to the SELLER in respect of the events set forth in Articles 7.5, 19.1(a), 19.2(a) and 19.3(a). For the avoidance of doubt, the SELLER hereby waives all claims against the BUYER INDEMNIFIED PARTIES in respect of the events set forth in Articles 7.5, 19.1(a), 19.2(a) and 19.3(a).
In consideration for the rights that the BUYER has received under this AGREEMENT, the SELLER INDEMNIFIED PARTIES shall have no liability whatsoever to the BUYER in respect of any of the events listed in Articles 7.6, 19.1(b), 19.2(b) and 19.3(b). For the avoidance of doubt, the BUYER hereby waives all claims against the SELLER INDEMNIFIED PARTIES in respect of the events set forth in Articles 7.6, 19.1(b), 19.2(b) and 19.3(b).
Notwithstanding Articles 19.6(a) and 19.6(b) above, no PARTY shall be deemed to have waived any claims against the other PARTY or its related indemnified parties in respect of events arising out of or in connection with the GROSS NEGLIGENCE / WILFUL MISCONDUCT of that other PARTY or its related indemnified parties. The BUYER INDEMNIFIED PARTIES and the SELLER INDEMNIFIED PARTIES shall remain liable in respect of events arising out of or in connection with their GROSS NEGLIGENCE / WILFUL MISCONDUCT.

LIMITATIONS OF LIABILITY
Nothing in the AGREEMENT shall be construed as excluding or limiting either PARTY’s liability in respect of:
its GROSS NEGLIGENCE / WILFUL MISCONDUCT or fraud;
a breach of Article 16; or
towards THIRD PARTIES.

Neither PARTY shall have any liability or recourse against the other PARTY or its respective INDEMNIFIED PARTIES, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
any indirect, special, incidental, punitive or consequential loss or damages under LAW; and
to the extent not covered by (i) above, any indirect or consequential loss or any loss of profit or revenue (which shall not include payments due to SELLER by way of the Purchase Price), loss or deferment of production or downtime costs, loss of opportunity, loss of contract or loss of goodwill or other pure economic loss, loss of product, loss of use (including without limitation, loss of use or the cost of use of, and increased expenditure related to property, equipment, materials and services including without limitation, those provided by contractors or subcontractors of every tier or by third parties), loss of business and business interruption, loss of bargain, loss of profit or anticipated profit, loss and/or deferral of drilling rights and/or loss, restriction or forfeiture of license, concession or field interests, whether or not such losses were foreseeable at the time of entering into this Agreement and, in respect of sub-paragraph (ii) only, whether the same are direct or indirect arising under or in connection with the AGREEMENT.

(“CONSEQUENTIAL LOSS”)
ASSIGNMENT
The SELLER shall not assign, novate or otherwise transfer any of its rights, obligations or interests under and in connection with the AGREEMENT without the prior written consent of the BUYER, which shall not be unreasonably withheld.
The BUYER may not assign, novate or otherwise transfer any of its rights, obligations or interests under and in connection with the AGREEMENT to any AFFILIATE without written approval of the SELLER, which shall not be unreasonably withheld.

SURVIVABILITY
The AGREEMENT shall be deemed effective as of the date of execution of the AGREEMENT (the “EFFECTIVE DATE”) and shall remain in full force and effect until the CLOSING DATE, unless terminated earlier pursuant to the AGREEMENT.
The accrued obligations and liabilities of the PARTIES shall survive the expiry or termination of the AGREEMENT and the provisions of Articles 1, 7.5, 7.6, ‎10, ‎‎12, 14, 15, ‎16, 21.2 and 22 shall survive any expiry or termination of the AGREEMENT. The provisions of Article 19 shall survive for five (5) years from the date of expiry or termination of the AGREEMENT.

GOVERNING LAW AND DISPUTE RESOLUTION
The AGREEMENT (and any non-contractual obligations which might arise out of or in connection with it) shall be governed by, and construed in accordance with, the laws of ABU DHABI and the applicable Federal Laws of the UAE.
The PARTIES shall attempt in good faith to amicably settle any dispute, controversy or claim arising out of or in connection with the conclusion, validity, effect, interpretation, performance, termination or dissolution of the AGREEMENT and/or any non-contractual obligations arising out of or in connection with the AGREEMENT (“DISPUTE”).‎
If the DISPUTE is not settled amicably within sixty (60) DAYS from the date the DISPUTE is first notified in writing to the other PARTY or PARTIES, such DISPUTE shall be referred by any PARTY and finally resolved by arbitration in accordance with the rules of arbitration of the International Chamber of Commerce applicable at the time of conclusion of this Agreement (the “ARBITRATION RULES”) by three (3) arbitrators to be appointed in accordance with the ARBITRATION RULES. The seat of the arbitration shall be ABU DHABI, UAE. The language to be used in the arbitration proceedings shall be the English language. The arbitration proceedings, including all documents, submissions, written and oral evidence, transcripts and correspondence used therein or relating thereto, as well as any order or award issued in connection therewith shall be strictly confidential (“CONFIDENTIAL ARBITRATION INFORMATION”). Notwithstanding this provision, but without prejudice to any other confidentiality obligation which may otherwise be applicable, either Party may disclose (i) to a domestic court (ii) for the purposes of setting aside and/or enforcement proceedings pending before such domestic court (iii) any CONFIDENTIAL ARBITRATION INFORMATION, which it deems necessary for the purposes of those proceedings, (iv) after seeking an appropriate confidentiality order from such court, if available under the applicable law.

NOTICES
All notices and other communications between the PARTIES required or permitted hereunder shall be in writing in the English language. Such notices and other communications may be served by receipted hand delivery, fax transmission, by courier, or by email to the PARTIES’ respective email addresses as outlined under Article 19 of the Form of Agreement.
Any notices and other communications between the PARTIES relating to the AGREEMENT shall be sent to the address or number specified in the FORM OF AGREEMENT.
All communication related to the day to day conduct of the sale and purchase of the UNIT may be sent directly between the REPRESENTATIVES, provided always that such communication is not regarding an AMENDMENT.
All notices and other communications shall be deemed to be effected, and hence effective, at the moment of delivery to the correct address, save that a fax transmission shall be deemed to have been delivered at the time when it was dispatched if such time is prior to 4pm (GST), or the following DAY if such time is after 4pm (GST), provided that a transmission record is retained by the sender to show that the transmission was correctly completed and that all pages were transmitted.
Each PARTY may change the address or number specified in the FORM OF AGREEMENT by giving notice served pursuant to this Article 23. The change shall take effect for the PARTY notified of the change at 4pm (GST) on the later of:
the date, if any, specified in the notice as the effective date for the change; and
the date seven (7) DAYS after receipt of the notice of change.

CONFLICT OF INTEREST
The SELLER shall not, and shall ensure that its AFFILIATES do not, enter into any contracts, undertakings, bids, letters of intent, business associations, joint ventures, partnership or other arrangements (each a “BUSINESS VENTURE”) directly relating to any aspect of the sale and purchase of the UNIT, except for those disclosed to the BUYER prior to the EFFECTIVE DATE, without obtaining the BUYER’s prior written consent, which consent shall not unreasonably be withheld.
If the BUYER deems (at its absolute discretion) that any BUSINESS VENTURE by the SELLER under this Article 24 is prejudicial to the BUYER’s interest under this AGREEMENT, the BUYER shall instruct the SELLER in writing to take steps to terminate such BUSINESS VENTURE, and the SELLER shall comply with the BUYER’s instruction.

PUBLICITY
The SELLER shall not, without the prior written consent of the BUYER make any broadcast, press release, advertisement, public disclosure or other public announcement or statement with respect to this AGREEMENT, including the PURCHASE PRICE, the UNIT or any of the terms or conditions hereof, unless required by law or the rules of any stock exchange.
The SELLER shall notify to the BUYER in advance of its announcement or publication the wording of any broadcast, press release, advertisement, public disclosure or other public announcement or statement described in Article 25.1 that is required by law or the rules of any stock exchange, provided that such notification does not unreasonably delay such announcement or publication.

ENTIRE AGREEMENT
The AGREEMENT constitutes the entire agreement between the PARTIES concerning the subject matter of the AGREEMENT and supersedes and replaces any previous agreements between the PARTIES or any representation made by one PARTY to the other PARTY (whether oral or written) concerning the subject matter of the AGREEMENT. To the extent permitted by LAW, the PARTIES shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth herein, provided that nothing in this Article 26 shall limit a PARTY’s liability for fraud.

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