FYBA FORMS UPDATE CHRISTOPHER J. ANDERSON
CHANGES TO THE PURCHASE AND SALE AGREEMENT TRADE ALLOWANCE – THE PURCHASE AND SALE AGREEMENT NOW HAS SPACE TO FILL IN THE AMOUNT OF THE TRADE ALLOWANCE – WHICH WILL BE GOVERNED BY THE TERMS OF A SEPARATE ADDENDUM (WHICH WE’LL TALK ABOUT LATER).
BALANCE TO CLOSE– THE TERM “NET CASH DUE” (WHICH WAS CONFUSING) WAS REPLACED THROUGHOUT THE AGREEMENT WITH THE TERM “BALANCE TO CLOSE.”
CHANGES TO THE PURCHASE AND SALE AGREEMENT (CONTINUED) FURNISHINGS, TENDERS & TOYS– THE PURCHASE AND SALE AGREEMENT IS NOW CLEAR THAT THESE ARE ALL INCLUDED WITH THE SALE.
FUNDS TO CLOSE TO BE PAID BY WIRE–THE BALANCE DUE AT CLOSING IS PAYABLE ONLY BY WIRE TRANSFER.
CHANGES TO THE PURCHASE AND SALE AGREEMENT (CONTINUED) ENCUMBRANCES– SELLING BROKER IS NOW AUTHORIZED TO PAY OFF ANY ENCUMBRANCES (E.G. SHIP’S MORTGAGE) AT CLOSING FROM THE FUNDS THEY ARE HOLDING IN TRUST.
GUARANTY – PREVIOUSLY, THE PURCHASE AND SALE AGREEMENT JUST PROVIDED THAT THE BENEFICIAL OWNER OF A CORPORATION WAS TO PROVIDE A GUARANTY FOR THE WARRANTY OF TITLE. PARAGRAPH 6 WAS MODIFIED TO ALSO REQUIRE THE SELLER TO GUARANTY AND INDEMNIFY THE WARRANTY OF TITLE.
CHANGES TO THE PURCHASE AND SALE AGREEMENT (CONTINUED) STANDARD MARINE PRACTICES – IF THE BOAT IS DAMAGED, THE AGREEMENT NOW PROVIDES THAT THE BOAT MUST BE REPAIRED IN ACCORDANCE WITH SOUND MARINE PRACTICES TO THE STANDARD OF THE VESSEL IMMEDIATELY PRIOR TO THE DAMAGE.
FORCE MAJEURE – THE DEFINITION OF FORCE MAJEURE EVENTS WAS EXPANDED.
CHANGES TO THE LISTING AGREEMENT FORCE MAJEURE – THE DEFINITION OF FORCE MAJEURE EVENTS WAS CHANGED TO MATCH THE EXACT DEFINITION CONTAINED IN THE PURCHASE AND SALE AGREEMENT.
GUARANTY – A PERSONAL GUARANTY WAS ADDED TO THE LISTING AGREEMENT FOR WHEN THE OWNER IS A COMPANY OR OTHER LEGAL ENTITY. TENDERS AND TOYS – A BOX WAS ADDED TO LIST ALL OF THE INFORMATION ABOUT THE TENDERS AND TOYS.
TRADE-IN ADDENDUM TO PURCHASE AND SALE AGREEMENT INFO BOX – FILL IN RELEVANT INFO, SUCH AS BUYER, SELLER, TRADE VESSEL INFO, TRADE VESSEL DELIVERY LOCATION, TRADE ALLOWANCE, TRADE VESSEL ACCEPT/REJECT DATE. SURVEY – THE SELLER CAN CONDUCT A SURVEY AND TRIAL RUN OF THE TRADE VESSEL, SAME AS THE BUYER CAN OF THE ORIGINAL VESSEL.
TRADE VESSEL EXCLUSION LIST – THE BUYER SELLS THE TRADE VESSEL TOGETHER WITH ALL GEAR, MACHINERY, EQUIPMENT, FURNISHINGS, FUEL, TENDERS, TOYS, AND OTHER CONSUMABLES – SAME AS THE ORIGINAL VESSEL.
TRADE-IN ADDENDUM TO PURCHASE AND SALE AGREEMENT (CONTINUED) AS-IS – BUYER SELLS THE TRADE VESSEL IN ITS “AS-IS” CONDITION. TITLE – THE BUYER (AND BUYER’S BENEFICIAL OWNER) WARRANT THE TITLE TO THE TRADE VESSEL. RISK OF LOSS – RISK OF LOSS REMAINS WITH THE BUYER BEFORE CLOSING.
ACCEPTANCE OF VESSEL INFO BOX– ALL OF THE IMPORTANT INFO IS ENTERED IN THE INFO AT THE TOP OF THE FORM.
AS-IS – THE VESSEL IS ACCEPTED AS-IS WITHOUT ANY WARRANTIES. BUYER’S FAILURE TO CLOSE – THE ACCEPTANCE PROVIDES THAT IF BUYER SHOULD FAIL TO CLOSE IN ACCORDANCE WITH THE AGREEMENT, THE SELLING BROKER IS DIRECTED TO DISBURSE THE DEPOSIT TO THE SELLER AND BROKERS
CONDITIONAL ACCEPTANCE OF VESSEL AS-IS –THE BUYER IN THE CONDITIONAL ACCEPTANCE OF VESSEL ALSO ACCEPTS THE VESSEL IN ITS AS-IS CONDITION - SUBJECT TO COMPLETION OF THE LISTED ITEMS.
TIME FOR COMPLETION– ALL ITEMS MUST BE COMPLETED WITHIN THE NUMBER OF DAYS FILLED INTO THE FORM (IF LEFT BLANK 15 DAYS). SOUND MARINE PRACTICES– ALL REPAIRS MUST BE COMPLETED AT A LICENSED AND INSURED REPAIR FACILITY IN ACCORDANCE WITH SOUND MARINE PRACTICES.
CHRISTOPHER J. ANDERSON
[email protected] www.robertallenlaw.com (305) 372-3300 THE SMALL PRINT: THE STATEMENTS CONTAINED IN THIS PRESENTATION (1) DO NOT REPRESENT OUR OPINION OR RECOMMENDATION, (2) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND (3) ARE LIMITED AND DO NOT REPRESENT A COMPREHENSIVE OVERVIEW OF ALL LAWS THAT MAY APPLY TO YOUR SPECIFIC CIRCUMSTANCES. WE SUGGEST THAT YOU CONSULT YOUR ATTORNEY REGARDING YOUR PARTICULAR SITUATION. © 2012 ROBERT ALLEN LAW
