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Contract analysis / oceanus-board-approval-confirmation.docx
oceanus-board-approval-confirmation.docx
1044-00006 · 17 clauses
High · 0 Medium · 2 Standard · 2
1. Execution of the Settlement Agreement. The Settlement Agreement and Mutual General Rel
1. Execution of the Settlement Agreement. The Settlement Agreement and Mutual General Release must be executed and delivered in substantially the form transmitted to the Club on November 20, 2024, without material modification adverse to the Club's interests. Any amendment, modification, or supplement to the Settlement Agreement that is adverse to the Club or that materially alters the terms upon which the Board's ap
2. Mutual General Release. The Settlement Agreement must include a mutual general release
2. Mutual General Release. The Settlement Agreement must include a mutual general release that fully and finally resolves all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the Charter-Party and the M/V Aegean Fortuna, including without limitation all claims asserted or that could have been asserted in the litigation styled Northwind Maritime Corporation v. Thalassa Shipping
3. No Admission of Liability. The Settlement Agreement must include a provision expressly
3. No Admission of Liability. The Settlement Agreement must include a provision expressly confirming that no party — including TSL, Aegean Fortuna Shipholding Ltd., and Northwind — makes any admission of liability, fault, or wrongdoing in connection with the settlement. The Club considers this condition essential to the preservation of its rights and the rights of its Members.
4. Preservation of Subrogation Rights. TSL must ensure that the Settlement Agreement does
4. Preservation of Subrogation Rights. TSL must ensure that the Settlement Agreement does not impair, waive, or prejudice any subrogation rights that the Club may have or acquire by virtue of its contribution, including without limitation any rights of recovery against Northwind Maritime Corporation, its agents, officers, affiliates, or any third party that may bear responsibility for or have contributed to the losse
5. Delivery of Executed Documents. TSL must provide the Club with a true and complete cop
5. Delivery of Executed Documents. TSL must provide the Club with a true and complete copy of each of the following documents promptly upon execution or filing, as applicable: (a) the fully executed Settlement Agreement and Mutual General Release; (b) the fully executed Escrow Agreement with Atlantic Fiduciary Trust Company; and (c) the Stipulation of discontinuance with prejudice, once filed with the Supreme Court o
6. No Side Agreements or Modifications. TSL shall not enter into any side agreements, sid Medium
⚑ Liability cap to check against exposure
6. No Side Agreements or Modifications. TSL shall not enter into any side agreements, side letters, supplemental agreements, or modifications to the settlement terms with Northwind or any other party without the prior written consent of the Club. Any undisclosed arrangement that is inconsistent with or supplementary to the Settlement Agreement as approved by the Board may, at the Club's sole discretion, vitiate the B
1. The fully executed Settlement Agreement and Mutual General Release between TSL, Aegean
1. The fully executed Settlement Agreement and Mutual General Release between TSL, Aegean Fortuna Shipholding Ltd., and Northwind Maritime Corporation;
2. The fully executed Escrow Agreement with Atlantic Fiduciary Trust Company governing th
2. The fully executed Escrow Agreement with Atlantic Fiduciary Trust Company governing the settlement escrow arrangements;
3. The filed Stipulation of discontinuance with prejudice, once filed with the Supreme Co
3. The filed Stipulation of discontinuance with prejudice, once filed with the Supreme Court of the State of New York, New York County;
4. Written confirmation of each settlement payment made and received, including the date Standard
⚑ Commercial term
4. Written confirmation of each settlement payment made and received, including the date of payment, amount, and method of remittance; and
5. Any court orders related to the settlement, including without limitation any Stipulati Medium
⚑ Notice / time limit to track
5. Any court orders related to the settlement, including without limitation any Stipulation and Order Retaining Jurisdiction issued by the Court. Please direct all such documents and related correspondence to the undersigned at the address and contact information set forth below. Contact Information All correspondence, documentation, and notices in connection with this matter should be directed to: David Okafor Claim
1. Provide wire transfer instructions and escrow account details to Oceanus P&I Club (Dav
1. Provide wire transfer instructions and escrow account details to Oceanus P&I Club (David Okafor) — coordinate with Elena Papadimitriou (TSL CFO) and Atlantic Fiduciary Trust Company (Martin Schreiber) — deadline: ASAP
2. Confirm notification to Fortis Marine Underwriters Ltd. (H&M Policy No. FMU-HM-2020-48
2. Confirm notification to Fortis Marine Underwriters Ltd. (H&M Policy No. FMU-HM-2020-4892) — obtain written confirmation from TSL and provide to Club
3. Confirm Meridian Capital Bank AG notification per Section 8.14 of Credit Agreement — o
3. Confirm Meridian Capital Bank AG notification per Section 8.14 of Credit Agreement — obtain written confirmation from TSL
4. Provide executed documents per Club's documentation requests (items 1–5) upon availabi
4. Provide executed documents per Club's documentation requests (items 1–5) upon availability
5. Review Club's reservation of rights language and ex gratia characterization — flag for
5. Review Club's reservation of rights language and ex gratia characterization — flag for client counseling re: potential implications for future coverage disputes
6. Calendar 10-business-day advance notice requirement for each disbursement date — coord Standard
⚑ Commercial term
6. Calendar 10-business-day advance notice requirement for each disbursement date — coordinate with settlement payment schedule Financial Note: The $2,500,000 Club contribution, combined with TSL's $5,350,000 corporate contribution, funds the full $7,850,000 global settlement amount. Filed by: Carlos Espinoza, Associate Date Filed: November 22, 2024