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REASONABLY REQUEST IN CONNECTION WITH SAID TRANSACTIONS, INCLUDING WITHOUT
LIMITATION, THOSE DOCUMENTS TO BE DELIVERED PURSUANT TO SECTION 7.03 HEREOF.
11.05
MERIDIAN AGREEMENT.
WEEKS SHALL HAVE SIMULTANEOUSLY COMPLETED THE
PURCHASE OF THAT CERTAIN VESSEL KNOWN AS MERIDIAN AND THE MERIDIAN ATTENDANT
PLANT PURSUANT TO THE MERIDIAN AGREEMENT.
11.06
FINAL CRANE INSPECTION.
IF WEEKS PERFORMS A FINAL INSPECTION OF THE
CRANE, THEN THE CRANE SHALL NOT BE IN MATERIALLY WORSE CONDITION THEN AT THE
TIME OF THE INITIAL CRANE INSPECTION.
Weeks shall have the right to waive any of the foregoing conditions precedent.
ARTICLE XII
TERMINATION
12.01
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 GLDD AND WEEKS;
(B)
BY GLDD OR BY WEEKS, IF AT OR BEFORE THE CLOSING ANY CONDITIONS
SET FORTH HEREIN FOR THE BENEFIT OF THE GLDD OR WEEKS, RESPECTIVELY, SHALL NOT
HAVE BEEN TIMELY MET OR CANNOT BE TIMELY MET; PROVIDED, THE PARTY SEEKING TO
TERMINATE IS NOT IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT;
(C)
BY GLDD OR BY WEEKS IF THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL NOT HAVE OCCURRED ON OR BEFORE APRIL 27,
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 GLDD OR BY WEEKS IF ANY REPRESENTATION OR WARRANTY MADE HEREIN
FOR THE BENEFIT OF GLDD OR WEEKS, RESPECTIVELY, OR IN ANY CERTIFICATE, SCHEDULE
OR DOCUMENTS
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FURNISHED TO WEEKS OR GLDD, RESPECTIVELY, PURSUANT TO THIS AGREEMENT IS UNTRUE
IN ANY MATERIAL RESPECT, OR GLDD OR WEEKS, RESPECTIVELY, SHALL HAVE DEFAULTED IN
ANY MATERIAL RESPECT IN THE PERFORMANCE OF ANY MATERIAL OBLIGATION UNDER THIS
AGREEMENT;
(E)
IF THE MERIDIAN AGREEMENT IS TERMINATED; OR
(F)
BY GLDD OR BY WEEKS PURSUANT TO SECTION 4.02(B) HEREOF.
Any termination to this Article XII shall not limit or restrict the rights or
other remedies of any party hereto.
ARTICLE XIII
EMPLOYEES
13.01
WEEK'S RETAINED EMPLOYEE LIABILITY.
EXCEPT AS SPECIFICALLY PROVIDED
FOR IN SECTION 13.02 HEREOF, WEEKS SHALL RETAIN ALL LIABILITY FOR, AND SHALL
INDEMNIFY AND HOLD HARMLESS GLDD FROM AND AGAINST, ANY AND ALL CLAIMS AND
LIABILITIES WITH RESPECT TO ALL MATTERS RELATING TO EMPLOYEES OF WEEKS,
INCLUDING, BUT NOT LIMITED TO SEVERANCE CLAIMS, WORKERS' COMPENSATION CLAIMS,
MEDICAL AND DISABILITY CLAIMS, VACATION PAY, AND CLAIMS BEFORE COURTS,
ARBITRATORS OR FEDERAL AND STATE AGENCIES.
13.02
ASSUMED EMPLOYEES.
AT LEAST FIVE (5) DAYS PRIOR TO THE CLOSING
DATE, WEEKS SHALL FURNISH GLDD WITH A LIST OF EMPLOYEES WORKING ON THE WEEKS
VESSEL WHICH WEEKS INTENDS TO TERMINATE AT CLOSING.
ON THE CLOSING DATE, GLDD
SHALL OFFER EMPLOYMENT TO BE EFFECTIVE AT CLOSING (AND CONTINGENT UPON THE
CLOSING) TO THE DESIGNATED EMPLOYEES (AS WELL AS THE DESIGNATED EMPLOYEES
RELATED TO THE MERIDIAN ATTENDANT PLANT PURSUANT TO THE MERIDIAN AGREEMENT) UPON
SUCH TERMS AND CONDITIONS