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Exhibit 10.21
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT, dated as of September 2, 1999 (this
“Agreement”), is made by and between Sea-Land Service,
Inc. (“Sea-Land”), a Delaware corporation, and Sea-Land
Domestic Shipping, LLC (“Sea-Land Domestic Shipping”),
a Delaware limited liability company and a wholly-owned subsidiary
of Sea-Land.
WHEREAS, Sea-Land has
chartered the vessels listed on Schedule A attached hereto
pursuant, respectively, pursuant to the charters also listed on
Schedule A opposite the names of the vessels (collectively, the
“Charters”); and
WHEREAS, Sea-Land and
Sea-Land Domestic Shipping desire that Sea-Land assign to Sea-Land
Domestic Shipping all of Sea-Land’s rights, title and
interest under, and Sea-Land Domestic Shipping assume all of
Sea-Land’s liabilities and obligations under, the Charters
and, with respect to each Charter, the Operative Documents (as
defined in the respective Charter) related thereto (with respect to
a Charter, the Charter’s “Related Operative
Documents”);
NOW THEREFORE, in
consideration of the foregoing and the respective representations,
warranties, covenants, agreements, and conditions hereinafter set
forth, and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
ASSIGNMENT OF RIGHTS
AND
ASSUMPTION OF OBLIGATIONS;
RELIANCE BY THIRD-PARTIES
1. Sea-Land hereby assigns,
and Sea-Land Domestic Shipping hereby accepts, all Sea-Land’s
right, title and interest under each of the Charters and each such
Charter’s Related Operative Documents.
2. Sea-Land Domestic Shipping
hereby assumes all of Sea-Land’s liabilities and obligations
under each of the Charters and each such Charter’s Related
Operative Documents.
3. In consideration of the
assignment and assumption provided for in Sections 1 and 2 above
and pursuant to the express provisions of the Charters, Sea-Land is
hereby released from all liabilities and obligations under the
Charters and the each such Charter’s Related Operative
Documents.
4. Each party to each of the
Charters and each party to each such Charter’s respective
Related Operative Documents is an express third-party beneficiary
of this Agreement and shall be entitled to rely hereon.
ARTICLE II
REPRESENTATIONS AND
WARRANTIES
OF SEA-LAND F
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