Common use of Novation and Assignment Clause in Contracts

Novation and Assignment. 2.1 The Original Buyer shall, immediately upon execution of this Deed by the Parties, provide the Refund Guarantor with the Notice of Novation in the form set out in Schedule 3 hereto, and the Builder shall promptly procure the issue of the Supplemental Letter by the Refund Guarantor in favour of the New Buyer in the form set out in Schedule 2 hereto. 2.2 As and with effect from the Effective Date:- (a) All Payments including the Instalments of the Contract Price made by the Original Buyer to the Builder under the Shipbuilding Contract prior to the Effective Date shall be considered to have been made by the New Buyer under the New Shipbuilding Contract; (b) the New Buyer has agreed to maintain the appointment of Scorpio Shipmanagement ▇.▇.▇. in relation to the representation and supervision, for and on behalf of the New Buyer, under the New Shipbuilding Contract;. (c) the New Corporate Guarantor shall issue the New Corporate Guarantee in favour of the Builder in the form set out in Schedule 1 hereto; and (d) the Builder shall return the Original Corporate Guarantee to the Original Corporate Guarantor, duly cancelled. 2.3 The Builder hereby, as and with effect from the Effective Date, releases and discharges the Original Buyer from all liabilities, obligations, claims and demands arising out of or in connection with the Shipbuilding Contract and the Original Corporate Guarantee. 2.4 The Builder confirms for the avoidance of doubt that the extra costs reflected in the List of Cost items dated 10 March 2014 are included in the contract price of the Shipbuilding Contract. 2.5 The New Buyer hereby agrees with the Builder and the Builder agrees with the New Buyer that, as and with effect from the Effective Date, the New Buyer and the Builder shall assume, duly and punctually perform and discharge all liabilities and obligations whatsoever from time to time to be performed or discharged by the New Buyer and the Builder by virtue of the Shipbuilding Contract, the New Buyer and the Builder are each hereby bound by the Shipbuilding Contract in all respects. 2.6 As of the Effective Date the Shipbuilding Contract shall be deemed to have incorporated following logical amendments: (a) The New Buyer shall be deemed to be named as the “Buyer” (b) the notice provisions for the Buyer contained in Article XIX of the Shipbuilding Contract shall be: Gener8 Neptune LLC c/o Gener8 Maritime, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ For the attention of CFO, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ e-mail: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (c) The Corporate Guarantor for the purposes of Article II, paragraph 5 of the Shipbuilding Contract shall be Gener8 Maritime, Inc.. (d) Article XVII paragraph 1 (Representation of the Parties) shall be deleted and replaced with the following wording: “REPRESENTATION OF THE PARTIES During the term of this CONTRACT, each party certifies and represents as follows: (a) It will comply with the laws of any jurisdiction applicable to such party as it relates to the CONTRACT, including but not limited to any applicable anti-corruption and anti-bribery laws, also including, without limitation (and with which it is familiar) the United States Foreign Corrupt Practices Act (“US FCPA”) and the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (“UK BA”) and the applicable laws of South Korea and additionally it will not engage in any activity, practice or conduct which would constitute an offence under the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ if such activity, practice or conduct had been carried out in the United Kingdom; (b) Without limiting the foregoing, neither it nor any person acting for it or on its behalf shall offer, pay or agree to pay, directly or indirectly, any consideration of any nature whatsoever to any official, agent or employee of any government or any department, agency or instrumentality of any government, or to any political party or official thereof, or to any candidate for political office in any country, or to any family members of such persons, in order to influence the act, decision or omission of any such official, agent, employee, political party, political party official or candidate in his or her official capacity in connection with any action taken in connection with this CONTRACT or the directing of business to any person in connection therewith. In addition, without limiting the foregoing, neither it nor any person acting for it or on its behalf shall make any payments to any third party, including sales representatives or agents, if there is reason to believe that the payment will be used directly or indirectly for a prohibited payment to the aforementioned persons. It will use reasonable effort to consult and cooperate with the other party to ensure compliance with the US FCPA and the UK BA and provide the other party and/or its representatives, agents and investors with reasonable access to its books, records, facilities and personnel in connection with the foregoing.”