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1. Parties: Identification of the Seller and Buyer, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including vessel identification and parties' intention to enter into the sale and purchase agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement for the sale and purchase of the vessel, including price and basic terms
5. Purchase Price and Payment Terms: Detailed payment structure, deposit requirements, and payment methods
6. Inspections and Vessel Condition: Requirements for vessel inspection, underwater survey, and acceptance criteria
7. Time and Place of Delivery: Specifications for delivery location, timing, and notice requirements
8. Delivery and Documentation: Process of physical delivery and required documentation transfer
9. Representations and Warranties: Seller's and Buyer's representations regarding vessel condition, ownership, and authority to transact
10. Pre-delivery Obligations: Parties' obligations before delivery, including maintenance and insurance requirements
11. Closing Conditions: Conditions precedent to completion of the sale
12. Title and Risk: Transfer of title, risk, and responsibilities
13. Default and Termination: Consequences of default and termination rights
14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction details
15. Notices: Communication procedures and contact details
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Vessel Management During Transition: Used when there's a gap between signing and delivery, specifying vessel management responsibilities
2. Crew Arrangements: Include when existing crew contracts need to be addressed or new crew arrangements are part of the deal
3. Sanctions Compliance: Required for international transactions to ensure compliance with relevant sanctions regimes
4. Environmental Compliance: Necessary for vessels operating in environmentally sensitive areas or subject to specific environmental regulations
5. Charter Arrangements: Include when existing charters are to be transferred or terminated
6. Intellectual Property: Required when vessel-specific IP, software licenses, or trade names are part of the sale
7. Tax Provisions: Detailed tax arrangements when complex international tax implications exist
8. Broker's Commission: Include when brokers are involved in the transaction
1. Schedule 1 - Vessel Specifications: Detailed technical specifications of the vessel
2. Schedule 2 - Vessel Documents: List of certificates, documents, and manuals to be transferred
3. Schedule 3 - Protocol of Delivery and Acceptance: Form of delivery and acceptance documentation
4. Schedule 4 - Bill of Sale: Form of bill of sale complying with UAE requirements
5. Schedule 5 - Inventory List: Detailed list of equipment, spare parts, and bunkers included in the sale
6. Schedule 6 - Classification Records: Vessel's classification history and outstanding recommendations
7. Schedule 7 - Required Delivery Documents: Comprehensive list of documents required for closing
8. Appendix A - Form of Seller's Power of Attorney: Template for power of attorney if required for completion
9. Appendix B - Form of Corporate Authorities: Template for corporate authorizations required by both parties
Amendments
Banking Day
Bill of Sale
Bunkers
Buyer
Buyer's Nominated Representatives
Classification Society
Closing
Closing Date
Contract Price
Delivery
Delivery Date
Delivery Documents
Deposit
Encumbrances
Flag State
IMO Number
Inspection
Inventories
Maritime Registry
Notice of Readiness
Port of Delivery
Protocol of Delivery and Acceptance
Purchase Price
Seller
Seller's Bank
Seller's Nominated Representatives
Specifications
Spares
Store
Technical Documentation
UAE
UAE Maritime Law
Vessel
Vessel Certificates
Working Day
Purchase Price
Payment Terms
Deposit
Inspections
Vessel Condition
Delivery
Title Transfer
Representations and Warranties
Due Diligence
Risk and Insurance
Documentation Requirements
Closing Conditions
Default
Termination
Force Majeure
Confidentiality
Assignment
Notices
Amendments
Entire Agreement
Severability
Governing Law
Jurisdiction
Dispute Resolution
Compliance
Sanctions
Environmental Requirements
Registration
Taxes and Costs
Brokers and Commissions
Further Assurance
Time of the Essence
Waiver
Indemnification
Third Party Rights
Counterparts
Survival
Maritime
Shipping
Maritime Transportation
Offshore Services
Maritime Trade
Naval Architecture
Maritime Insurance
Maritime Law
Maritime Finance
Port Operations
Shipbuilding
Maritime Logistics
Legal
Maritime Operations
Fleet Management
Technical Operations
Finance
Compliance
Risk Management
Insurance
Commercial Operations
Documentation
Vessel Registration
Maritime Safety
Quality Assurance
Maritime Lawyer
Ship Owner
Fleet Manager
Maritime Operations Director
Vessel Purchase Manager
Ship Broker
Maritime Surveyor
Naval Architect
Maritime Insurance Manager
Compliance Officer
Maritime Finance Manager
Port Captain
Technical Superintendent
Marine Engineer
Ship Registration Officer
Maritime Claims Manager
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