SUCH WRITTEN NOTIFICATION, THEN BUYER SHALL BE DEEMED TO HAVE WAIVED
IN FULL ANY BREACH OF THE REPRESENTATIONS, WARRANTIES OR PRE-CLOSING COVENANTS
OF SIRIUS OR THE SELLER PARTIES CONTAINED IN ANY SUCH NOTIFICATION (BUT ONLY TO
THE EXTENT DESCRIBED THEREIN).
SECTION 6.16
INSURANCE.
SIRIUS AND THE SELLER PARTIES WILL COOPERATE
WITH BUYER TO ARRANGE FOR NEW INSURANCE COVERAGES FOR SIRIUS EFFECTIVE UPON AND
AFTER THE CLOSING WITH THE COST OF SUCH NEW INSURANCE COVERAGES TO BE AT BUYER'S
EXPENSE.
THE SELLER PARTIES SHALL USE THEIR REASONABLE BEST EFFORTS TO KEEP THE
INSURANCE POLICIES IN FULL FORCE AND EFFECT FROM AND AFTER THE CLOSING DATE WITH
RESPECT TO CLAIMS OCCURRING PRIOR TO THE CLOSING DATE.
SECTION 6.17
MISDIRECTED PAYMENTS.
TO THE EXTENT THE SELLER PARTIES
OR ANY OF THEIR RESPECTIVE AFFILIATES RECEIVE PAYMENTS FROM SIRIUS'S CUSTOMERS
AFTER THE CLOSING WITH RESPECT TO SERVICES RENDERED BY SIRIUS, THEN THE
RECEIVING PARTY SHALL PROMPTLY REMIT SUCH PAYMENTS TO SIRIUS.
SECTION 6.18
RESTRICTIONS ON TRANSFER; LEGENDS.
(A)
A SELLER PARTY SHALL NOT TRANSFER (WHETHER BY SALE, ASSIGNMENT,
PLEDGE OR OTHERWISE) ANY UNIT CONSIDERATION TO ANY PERSON UNLESS SUCH PERSON IS
A CITIZEN OF THE UNITED STATES WITHIN THE MEANING OF CHAPTER 505 OF TITLE 46 OF
THE UNITED STATES CODE FOR THE PURPOSE OF OPERATING VESSELS IN THE COASTWISE
TRADE OF THE UNITED STATES AND UNLESS SUCH PERSON OTHERWISE COMPLIES WITH THIS
SECTION 6.18.
43
(B)
PRIOR TO ANY PROPOSED TRANSFER (WHETHER BY SALE, ASSIGNMENT,
PLEDGE OR OTHERWISE) OF THE UNIT CONSIDERATION, THE PROPOSED TRANSFEROR (THE
"TRANSFEROR") WILL GIVE WRITTEN NOTICE TO THE PARTNERSHIP OF ITS INTENTION TO
EFFECT SUCH TRANSFER.
EACH SUCH NOTICE SHALL DESCRIBE THE MANNER AND
CIRCUMSTANCES OF THE PROPOSED TRANSFER IN SUFFICIENT DETAIL, CONTAIN EVIDENCE OF
CITIZENSHIP OF THE PROPOSED TRANSFEREE AND SHALL BE ACCOMPANIED BY A WRITTEN
OPINION OF LEGAL COUNSEL WHO SHALL BE REASONABLY SATISFACTORY TO THE
PARTNERSHIP, ADDRESSED TO THE PARTNERSHIP, TO THE EFFECT THAT (I) THE PROPOSED
TRANSFER OF THE SECURITIES IN QUESTION MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT, (II) SUCH PROPOSED TRANSFER DOES NOT CALL INTO
QUESTION THE EXEMPTION FROM REGISTRATION UNDER WHICH SUCH UNIT CONSIDERATION WAS
INITIALLY ISSUED BY THE PARTNERSHIP TO THE SELLER PARTY AND (III) THE PROPOSED
TRANSFEREE IS A CITIZEN OF THE UNITED STATES WITHIN THE MEANING OF CHAPTER 505
OF TITLE 46 OF THE UNITED STATES CODE FOR THE PURPOSE OF OPERATING VESSELS IN
THE COASTWISE TRADE OF THE UNITED STATES.
ANY SUCH LEGAL OPINION MUST BE
REASONABLY SATISFACTORY TO THE PARTNERSHIP AND MUST STATE THAT IT MAY ALSO BE
RELIED UPON BY ANY APPLICABLE TRANSFER AGENT OR STOCK EXCHANGE OR COUNSEL TO THE
PARTNERSHIP.
THE PARTNERSHIP MAY ALSO REQUIRE A CERTIFICATE OF THE TRANSFEROR
THAT CERTIFIES AS TO MATTERS THAT ASSIST THE PARTNERSHIP IN ESTABLISHING
COMPLIANCE WITH SECURITIES LAWS AS AT THE TIME OF THE PROPOSED TRANSFER
(INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS RELATING TO THE PROPOSED
TRANSFER AND THE TRANSFEREE OF THE TYPE SET FORTH IN SECTION 3.8 HERETO).
(C)
UPON COMPLIANCE WITH THE TERMS HEREOF