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
canderson@robertallenlaw.com
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