GIVES RISE TO ANY RIGHTS FOR OR RELATING TO THE REGISTRATION OF ANY COMMON UNITS
OR OTHER SECURITIES OF THE PARTNERSHIP, OTHER THAN AS PROVIDED IN THE K-SEA
FORM S-3 AND THE PARTNERSHIP AGREEMENT.
(C)
(I) ALL OF THE ISSUED AND OUTSTANDING
EQUITY INTERESTS OF EACH OF K-SEA'S SUBSIDIARIES ARE OWNED, DIRECTLY OR
INDIRECTLY, BY K-SEA FREE AND CLEAR OF ANY LIENS (EXCEPT FOR SUCH RESTRICTIONS
AS MAY EXIST UNDER APPLICABLE LAW), AND ALL SUCH OWNERSHIP INTERESTS HAVE BEEN
DULY AUTHORIZED, VALIDLY ISSUED AND ARE FULLY PAID (TO THE EXTENT REQUIRED IN
THE ORGANIZATIONAL DOCUMENTS OF K-SEA'S SUBSIDIARIES, AS APPLICABLE) AND
NON-ASSESSABLE (EXCEPT AS SUCH NONASSESSABILITY MAY BE AFFECTED BY MATTERS
DESCRIBED IN SECTIONS 17-303 AND 17-607 OF THE DELAWARE LP ACT OR SECTIONS
18-303 AND 18-607 OF THE DELAWARE LIMITED LIABILITY COMPANY ACT) AND FREE OF
PREEMPTIVE RIGHTS (OTHER THAN SECTION 5.7 OF THE AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF K-SEA OPERATING PARTNERSHIP L.P.), WITH NO PERSONAL
LIABILITY ATTACHING TO THE OWNERSHIP THEREOF, AND (II) EXCEPT AS DISCLOSED IN
THE K-SEA SEC DOCUMENTS, NEITHER K-SEA NOR ANY OF ITS SUBSIDIARIES OWNS ANY
SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF, OR INTEREST IN, ANY
10
OTHER PERSON, OR IS OBLIGATED TO MAKE ANY CAPITAL CONTRIBUTION TO OR OTHER
INVESTMENT IN ANY OTHER PERSON.
(D)
THE COMMON UNITS BEING PURCHASED BY
PURCHASER HEREUNDER AND THE LIMITED PARTNER INTERESTS REPRESENTED THEREBY, WILL
BE DULY AUTHORIZED BY K-SEA PURSUANT TO THE PARTNERSHIP AGREEMENT PRIOR TO THE
CLOSING AND, WHEN ISSUED AND DELIVERED TO PURCHASER AGAINST PAYMENT THEREFOR IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WILL BE VALIDLY ISSUED, FULLY PAID
(TO THE EXTENT REQUIRED BY THE PARTNERSHIP AGREEMENT) AND NONASSESSABLE (EXCEPT
AS SUCH NONASSESSABILITY MAY BE AFFECTED BY MATTERS DESCRIBED IN SECTIONS 17-303
AND 17-607 OF THE DELAWARE LP ACT) AND WILL BE FREE OF ANY AND ALL LIENS AND
RESTRICTIONS ON TRANSFER, OTHER THAN RESTRICTIONS ON TRANSFER UNDER THE
PARTNERSHIP AGREEMENT OR THIS AGREEMENT AND UNDER APPLICABLE STATE AND FEDERAL
SECURITIES LAWS AND OTHER THAN SUCH LIENS AS ARE CREATED BY PURCHASER.
(E)
THE COMMON UNITS ARE LISTED FOR TRADING ON
THE NYSE.
PRIOR TO THE ANNIVERSARY DATE, THE PURCHASED UNITS WILL HAVE BEEN
APPROVED FOR LISTING ON THE NYSE.
Section 3.03
K-Sea SEC Documents.
K-Sea has timely
filed with the Commission all forms, registration statements, reports, schedules
and statements required to be filed by it under the Exchange Act or the
Securities Act (all such documents, collectively the "K-Sea SEC Documents").
The K-Sea SEC Documents, including, without limitation, any audited or unaudited
financial statements and any notes thereto or schedules included therein (the
"K-Sea Financial Statements"), at the time filed (in the case of registration
statements, solely on the dates of effectiveness) (except to the extent
corrected by a subsequently filed K-Sea SEC Document filed prior to the date
hereof) (a) did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in