FINAL INSPECTION CERTIFICATE
SHALL NOT REPORT ANY DAMAGE, DEFECTS OR DEFICIENCIES WITH RESPECT TO THE VESSEL
AND THE BEAN 25 AND THE MATERIAL MACHINERY AND EQUIPMENT ON BOARD THOSE VESSELS
THAT IS NOT SET FORTH IN THE VESSEL REPORTS AND THAT WILL NOT BE REPAIRED OR
REPLACED BY SELLER PRIOR TO THE CLOSING DATE, WHICH WOULD (A) RENDER EITHER OF
THE VESSELS NOT "SEAWORTHY", NON-FUNCTIONAL OR NON-OPERATIONAL FOR A PERIOD
EXTENDING BEYOND THE DROP DEAD DATE; AND (B) RESULT IN AN AGGREGATE COST TO
REPAIR OR REPLACE SUCH NON-OPERATIONAL ITEMS IN EXCESS OF $3.0 MILLION.
NOTHING
CONTAINED IN THIS SECTION 9.03 LIMITS OR MODIFIES THE RIGHTS OF BUYER PURSUANT
TO (A) SECTION 3.02 FOR A LOSS, CASUALTY OR GOVERNMENT TAKING; OR (B) SECTION
3.03 FOR ANY DAMAGES TO THE PROPERTY.
9.04
DOCUMENT DELIVERY.
BUYER SHALL HAVE RECEIVED COPIES OF THE
DOCUMENTS TO BE DELIVERED PURSUANT TO SECTION 6.04 HEREOF.
Buyer shall have the right to waive any of the foregoing conditions precedent.
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ARTICLE X
CONDITIONS TO CLOSING APPLICABLE TO SELLER
The obligations of Seller hereunder (including the obligation of Seller to close
the transactions herein contemplated) are subject to the following conditions
precedent:
10.01
NO TERMINATION.
NEITHER BUYER NOR SELLER SHALL HAVE TERMINATED THIS
AGREEMENT PURSUANT TO SECTION 11.01 HEREOF.
10.02
BRING-DOWN OF BUYER WARRANTIES.
ALL WARRANTIES AND REPRESENTATIONS
MADE BY BUYER HEREIN TO SELLER SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS IF SUCH
WARRANTIES AND REPRESENTATIONS HAD BEEN MADE ON AND AS OF THE CLOSING DATE, AND
BUYER SHALL HAVE PERFORMED AND COMPLIED WITH ALL AGREEMENTS, COVENANTS AND
CONDITIONS ON ITS PART REQUIRED TO BE PERFORMED OR COMPLIED WITH ON OR PRIOR TO
THE CLOSING DATE, AND AT THE CLOSING, SELLER SHALL HAVE RECEIVED A CERTIFICATE
EXECUTED BY THE PRESIDENT OR ANY VICE PRESIDENT OF BUYER TO THE FOREGOING
EFFECT.
10.03
DOCUMENT DELIVERY.
SELLER SHALL HAVE RECEIVED COPIES OF THE
DOCUMENTS TO BE DELIVERED PURSUANT TO SECTION 6.03 HEREOF.
Seller shall have the right to waive any of the foregoing conditions precedent.
ARTICLE XI
TERMINATION
11.01
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AT ANY TIME PRIOR TO
THE CLOSING AS FOLLOWS, AND IN NO OTHER MANNER:
(A)
BY MUTUAL CONSENT OF BUYER AND SELLER;
(B)
BY BUYER OR BY SELLER, IF AT OR BEFORE THE CLOSING ANY CONDITIONS
SET FORTH HEREIN FOR THE BENEFIT OF THE BUYER OR SELLER, RESPECTIVELY, SHALL NOT
HAVE BEEN TIMELY MET OR
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CANNOT BE TIMELY MET; PROVIDED, THE PARTY SEEKING TO TERMINATE IS NOT IN BREACH
OF OR DEFAULT UNDER THIS AGREEMENT;
(C)
BY BUYER OR BY THE SELLER IF THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL NOT HAVE OCCURRED ON OR BEFORE MAY 29,
2007
(THE "DROP DEAD DATE"), OR SUCH LATER DATE AS MAY HAVE BEEN AGREED UPON IN
WRITING BY THE PARTIES HERETO; PROVIDED, THE PARTY SEEKING TO TERMINATE IS NOT
IN BREACH OR DEFAULT UNDER THIS AGREEMENT;
(D)
BY