SECURITIES, WARRANTS OR CALLS OR PREEMPTIVE
RIGHTS OF ANY KIND ISSUED OR GRANTED BY, OR BINDING UPON, SIRIUS TO PURCHASE OR
OTHERWISE ACQUIRE OR TO SELL OR OTHERWISE DISPOSE OF ANY SECURITY OF OR EQUITY
INTEREST IN SIRIUS.
19
(C)
SIRIUS DOES NOT OWN OR CONTROL, DIRECTLY OR INDIRECTLY, ANY
INTEREST IN ANY PERSON NOR IS SIRIUS A PARTICIPANT IN ANY PARTNERSHIP, JOINT
VENTURE OR SIMILAR ARRANGEMENT.
SECTION 4.4
NON-CONTRAVENTION.
EXCEPT AS SET FORTH IN SCHEDULE 4.4,
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY DOCUMENTS EXECUTED
IN CONNECTION HEREWITH, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREIN OR THEREIN, DOES OR SHALL:
(A)
VIOLATE, CONFLICT WITH, RESULT IN A BREACH OF OR REQUIRE NOTICE OR
CONSENT, OR DECREASE THE RIGHTS OF SIRIUS OR INCREASE THE RIGHTS OF ANY THIRD
PARTY, UNDER (I) ANY LAW, (II) THE CERTIFICATE OF FORMATION, LIMITED LIABILITY
COMPANY AGREEMENT, BOARD OR MEMBER RESOLUTIONS OR OTHER GOVERNING DOCUMENTS OR
INSTRUMENTS OF SIRIUS OR (III) ANY PROVISION OF ANY AGREEMENT OR INSTRUMENT TO
WHICH SIRIUS IS A PARTY;
(B)
CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OF, OR GIVE
ANY GOVERNMENTAL BODY OR OTHER PERSON THE RIGHT TO CHALLENGE ANY OF SUCH
TRANSACTIONS OR TO EXERCISE ANY REMEDY OR OBTAIN ANY RELIEF UNDER, ANY LAW, TO
WHICH SIRIUS, OR ANY OF THE ASSETS OWNED OR USED BY SIRIUS, ARE BOUND;
(C)
CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OF ANY OF THE
TERMS OR REQUIREMENTS OF, OR GIVE ANY GOVERNMENTAL BODY THE RIGHT TO REVOKE,
WITHDRAW, SUSPEND, CANCEL, TERMINATE, OR MODIFY, ANY LICENSE, PERMIT, CONSENT,
APPROVAL, AUTHORIZATION, QUALIFICATION, CERTIFICATE, REGISTRATION OR ORDER OF
ANY GOVERNMENTAL BODY THAT IS HELD BY SIRIUS OR THAT OTHERWISE RELATES TO THE
BUSINESS OF, OR ANY OF THE ASSETS OWNED OR USED BY, SIRIUS;
(D)
OTHERWISE REQUIRE NOTICE TO OR CONSENT OF ANY GOVERNMENTAL BODY,
EXCEPT FOR (I) ANY FILING UNDER THE HSR ACT; (II) THE FILING OF ARTICLES OR
CERTIFICATES OF MERGER WITH THE SECRETARY OF STATE OF THE STATES OF WASHINGTON
AND DELAWARE; AND (III) ANY FILINGS REQUIRED TO BE MADE WITH AND/OR APPROVALS TO
BE OBTAINED FROM THE U.S. COAST GUARD WITH RESPECT TO THE TRANSFER OF THE
VESSELS;
(E)
RESULT IN THE IMPOSITION OR CREATION OF ANY LIEN UPON OR WITH
RESPECT TO THE MEMBERSHIP INTERESTS OR ANY ASSETS OF SIRIUS; OR
(F)
RESULT IN THE ACCELERATION OR MANDATORY PREPAYMENT OF ANY
INDEBTEDNESS, OR ANY GUARANTY OF SIRIUS OR AFFORD ANY HOLDER OF ANY
INDEBTEDNESS, OR ANY BENEFICIARY OF ANY GUARANTY THE RIGHT TO REQUIRE SIRIUS TO
REDEEM, PURCHASE OR OTHERWISE ACQUIRE, REACQUIRE OR REPAY ANY INDEBTEDNESS, OR
TO PERFORM ANY GUARANTY.
SECTION 4.5
VALIDITY.
THERE IS NO INVESTIGATION, CLAIM, PROCEEDING
OR LITIGATION OF ANY TYPE PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED TO
WHICH SIRIUS OR ANY SELLER PARTY IS A PARTY THAT (I) QUESTIONS OR INVOLVES THE
VALIDITY OR ENFORCEABILITY OF THE OBLIGATIONS OF SIRIUS UNDER THIS AGREEMENT OR
ANY OF THE EXHIBITS HERETO OR (II) SEEKS (OR REASONABLY MIGHT