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Vessel Purchase And Sale Agreement
"I need a Vessel Purchase and Sale Agreement for a commercial fishing vessel in New Zealand, with specific provisions for existing crew retention and transfer of fishing quotas, to be completed by March 2025."
1. Parties: Identification of the seller and buyer with full legal names and addresses
2. Background: Context of the transaction and brief description of the vessel
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the vessel, including the purchase price
5. Deposit: Terms for payment and handling of the deposit
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-delivery Inspection: Terms for vessel inspection and sea trials
8. Vessel Documentation: Requirements for vessel certificates, registrations, and other documentation
9. Completion: Process and requirements for completing the sale
10. Payment Terms: Details of payment method, timing, and currency
11. Representations and Warranties: Seller's warranties about the vessel's condition and buyer's warranties
12. Risk and Insurance: Transfer of risk and insurance requirements
13. Default: Consequences of default by either party
14. Notices: How formal notices should be given between parties
15. Governing Law and Jurisdiction: New Zealand law as governing law and jurisdiction details
16. General Provisions: Standard boilerplate clauses including assignment, entire agreement, etc.
1. Vessel Management During Transition: Used when there's a gap between contract signing and completion, specifying vessel management responsibilities
2. Crew Arrangements: Include when existing crew contracts need to be addressed
3. Foreign Currency Provisions: Required when purchase price is in non-NZD currency
4. Environmental Compliance: Additional provisions for vessels requiring specific environmental certificates or compliance
5. Charter Arrangements: Include when existing charter contracts need to be assigned or terminated
6. Intellectual Property: Required when vessel names, designs, or other IP need to be transferred
7. Tax Indemnity: Include when specific tax implications need to be addressed
8. Broker Provisions: Include when brokers are involved in the transaction
1. Vessel Specifications: Detailed technical specifications of the vessel
2. Inventory: Complete list of equipment, spare parts, and items included in the sale
3. Certificates and Documentation: List of all required certificates and documentation to be provided
4. Form of Bill of Sale: Template for the bill of sale to be executed at completion
5. Protocol of Delivery and Acceptance: Form to be signed at physical delivery of the vessel
6. Classification Records: Vessel's classification history and current status
7. Insurance Particulars: Details of current insurance and requirements for completion
8. Outstanding Liens and Encumbrances: Declaration of any existing liens or encumbrances on the vessel
9. Compliance Certificates: Copies of all required compliance and safety certificates
Authors
Purchase Price
Deposit
Completion Date
Delivery Date
Delivery Location
Classification Society
Flag State
Maritime Authority
Vessel Documents
Bill of Sale
Protocol of Delivery and Acceptance
Working Day
Business Day
Due Diligence Period
Inspection Period
Sea Trial
Specifications
Inventory
Encumbrances
Classification Records
Certificates
ISM Code
Completion
Material Adverse Change
Technical Documentation
Survey Report
Outstanding Indebtedness
Port of Registry
Permitted Encumbrances
Registration Costs
Seller's Bank Account
Governing Law
Force Majeure
Notice
Substantial Compliance
Default
Security Interest
Warranties
Representatives
Transfer Documents
Regulatory Authority
Signing Date
Builder's Certificate
Classification Certificate
Vessel's Equipment
Safety Management System
Maritime Liens
Escrow Agent
Net Tonnage
Gross Tonnage
Ship's Log
Sale and Purchase
Purchase Price
Deposit
Conditions Precedent
Due Diligence
Vessel Inspection
Sea Trials
Pre-delivery Obligations
Delivery
Title and Risk
Representations and Warranties
Seller's Warranties
Buyer's Warranties
Vessel Condition
Documentation Requirements
Registration Requirements
Insurance
Environmental Compliance
Maritime Liens
Indemnification
Default
Termination
Force Majeure
Notices
Assignment
Confidentiality
Costs and Taxes
Broker Commissions
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Amendments
Further Assurance
Counterparts
Time of the Essence
Survival
Anti-Money Laundering
Sanctions Compliance
Maritime Transport
Shipping
Fishing
Offshore Services
Marine Tourism
Naval and Defense
Port Operations
Marine Construction
Yacht and Pleasure Craft
Marine Insurance
Maritime Law
Marine Engineering
Legal
Maritime Operations
Commercial
Finance
Risk Management
Compliance
Marine Engineering
Vessel Registration
Insurance
Documentation
Technical Operations
Asset Management
Maritime Lawyer
Ship Broker
Marine Surveyor
Vessel Registration Officer
Maritime Operations Manager
Fleet Manager
Commercial Director
Legal Counsel
Risk Manager
Marine Insurance Specialist
Compliance Officer
Chief Financial Officer
Port Captain
Vessel Owner
Maritime Administrator
Ship Management Director
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