BOTH) UNDER ANY PROVISION OF
(I) ITS OR ATC'S CERTIFICATE OF FORMATION OR CERTIFICATE OF INCORPORATION OR
LIMITED LIABILITY COMPANY AGREEMENT OR BY-LAWS, (II) ANY LIEN, ENCUMBRANCE,
SECURITY INTEREST, PLEDGE, MORTGAGE, CHARGE, OTHER CLAIM, CONTRACT, LEASE,
LICENSE, INDENTURE, AGREEMENT, COMMITMENT OR OTHER LEGALLY BINDING ARRANGEMENT
TO WHICH IT OR ATC IS A PARTY OR BY WHICH ANY OF ITS OR ATC'S ASSETS MAY BE
BOUND OR (III) ANY APPLICABLE LAW.
EXCEPT AS ALREADY OBTAINED, NO MATERIAL
CONSENT, APPROVAL, LICENSE, PERMIT, ORDER OR AUTHORIZATION OF, OR REGISTRATION,
DECLARATION OR FILING WITH, ANY FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENTAL
AUTHORITY IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(D)
THE INTERESTS.
OSGM HAS GOOD AND VALID TITLE TO THE ATC INTEREST, FREE AND
CLEAR OF ALL MORTGAGES, LIENS, SECURITY INTERESTS, COVENANTS, OPTIONS, CLAIMS,
RESTRICTIONS, OR ENCUMBRANCES OF ANY KIND.
WITH RESPECT TO THE ATC INTEREST,
THERE IS NO FURTHER OBLIGATION TO MAKE ANY CAPITAL CONTRIBUTION TO THE ATC.
SECTION 5.03.
DISCLAIMER OF WARRANTIES.
(A)
EXCEPT TO THE EXTENT PROVIDED IN
ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR
THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, THE PARTIES HEREBY ACKNOWLEDGE AND
AGREE THAT NONE OF THE PARTIES HAS MADE, OR MAKES AND EACH SUCH PARTY
SPECIFICALLY NEGATES, DISCLAIMS AND DENIES ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR
PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE OPERATING
SUBSIDIARIES AND THE ASSETS OWNED BY THE OPERATING SUBSIDIARIES (INCLUDING THE
VESSELS), INCLUDING THE ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING, THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN,
ON OR ABOUT SUCH ASSETS, (II) THE INCOME TO BE DERIVED FROM SUCH ASSETS,
(III) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT
MAY BE CONDUCTED THEREON, THEREBY OR THEREWITH, (IV) THE COMPLIANCE OF OR BY
SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ENVIRONMENTAL PROTECTION
OR POLLUTION LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE
SEAWORTHINESS, HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR
THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES
THAT IT HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS OF THE
OPERATING SUBSIDIARIES AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
RESPECTIVE ASSETS OF THE OPERATING SUBSIDIARIES AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY ANY OF THE OTHER
10
PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING THE
OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY
VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
ASSETS OF THE OPERATING SUBSIDIARIES FURNISHED BY