ANY AGENT, EMPLOYEE, SERVANT
OR THIRD PARTY. 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 OF THE PARTIES HEREBY ACKNOWLEDGES THAT, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE ASSETS OWNED BY THE OPERATING SUBSIDIARIES, AS
PROVIDED FOR HEREIN, ARE CONVEYED ON AN "AS IS," "WHERE IS" CONDITION WITH ALL
FAULTS, AND THE ASSETS OF THE OPERATING SUBSIDIARIES ARE CONVEYED SUBJECT TO ALL
OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH
CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS
SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE
INTENDED TO BE A COMPLETE EXCLUSION, NEGATION AND DENIAL OF ANY REPRESENTATIONS
OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS
OF THE OPERATING SUBSIDIARIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR
HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY
OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, THE OMNIBUS AGREEMENT.
ARTICLE VI
Further Assurances
SECTION 6.01.
FURTHER ASSURANCES.
FROM TIME TO TIME, AND WITHOUT ANY FURTHER
CONSIDERATION, AS AND WHEN REQUESTED BY ANY PARTY, EACH PARTY SHALL EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, ALL SUCH DOCUMENTS AND
INSTRUMENTS AND SHALL TAKE, OR CAUSE TO BE TAKEN, ALL SUCH FURTHER OR OTHER
ACTIONS AS SUCH OTHER PARTY MAY REASONABLY DEEM NECESSARY OR DESIRABLE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INCLUDING, IN THE
CASE OF BULK SHIPS, ONE PERCENT AND OSGM EXECUTING AND DELIVERING TO OSG MLP
SUCH ASSIGNMENTS, DEEDS, BILLS OF SALE, CONSENTS AND OTHER INSTRUMENTS AS OSG
MLP MAY REASONABLY REQUEST AS NECESSARY OR DESIRABLE FOR SUCH PURPOSE.
11
ARTICLE VII
Miscellaneous
SECTION 7.01.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES OF BULK SHIPS AND OSGM IN THIS AGREEMENT AND IN OR UNDER ANY
DOCUMENTS, INSTRUMENTS AND AGREEMENTS DELIVERED PURSUANT TO THIS AGREEMENT, WILL
SURVIVE THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED HEREBY REGARDLESS OF ANY
INDEPENDENT INVESTIGATIONS THAT OSG MLP MAY MAKE OR CAUSE TO BE MADE, OR
KNOWLEDGE IT MAY HAVE, PRIOR TO THE DATE OF THIS AGREEMENT AND WILL CONTINUE IN
FULL FORCE AND EFFECT FOR A PERIOD OF ONE YEAR FROM THE DATE OF THIS AGREEMENT.
AT THE END OF SUCH PERIOD, SUCH REPRESENTATIONS AND WARRANTIES WILL TERMINATE,
AND NO CLAIM MAY BE BROUGHT BY OSG MLP AGAINST BULK SHIPS OR OSGM THEREAFTER
BASED UPON SUCH REPRESENTATIONS AND WARRANTIES.
SECTION 7.02.
COSTS.
OSG MLP SHALL PAY ANY AND ALL SALES, USE AND SIMILAR
TAXES ARISING OUT OF THE CONVEYANCES AND DELIVERIES TO BE MADE HEREUNDER AND
SHALL PAY ALL DOCUMENTARY, FILING, RECORDING, TRANSFER, DEED, AND CONVEYANCE
TAXES AND FEES REQUIRED IN CONNECTION THEREWITH.
SECTION 7.03.
HEADINGS; REFERENCES; INTERPRETATION.
ALL ARTICLE AND
SECTION HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF ANY