OF THE SUBJECT COMPANIES, OR
COMPEL BUYER TO DISPOSE OF OR HOLD SEPARATE ALL OR A MATERIAL PORTION OF THE
BUSINESS OR ASSETS OF EITHER BUYER OR ANY OF THE SUBJECT COMPANIES, AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (II) PROHIBIT CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(K)
REMOVAL OF LIENS.
THE SUBJECT COMPANIES AND THE SELLER PARTIES
SHALL HAVE CAUSED ANY AND ALL LIENS ON THE ASSETS OF ANY OF THE SUBJECT
COMPANIES EXCEPT PERMITTED LIENS TO BE RELEASED AND SHALL HAVE PROVIDED BUYER
WITH DOCUMENTARY EVIDENCE TO SUCH EFFECT.
(L)
RESIGNATIONS.
EACH DIRECTOR AND OFFICER OF EACH OF THE SUBJECT
COMPANIES SHALL DELIVER A NOTICE OF RESIGNATION IN THE FORM PREVIOUSLY APPROVED
BY BUYER.
(M)
EMPLOYEE RELEASES.
EACH EMPLOYEE TO WHOM A SPECIAL BONUS HAS BEEN
PAID OR PROMISED, ORALLY OR IN WRITING, SHALL DELIVER TO THE APPROPRIATE SUBJECT
COMPANY AND BUYER AN EXECUTED RELEASE IN SUBSTANTIALLY THE FORM ATTACHED AS
EXHIBIT B HERETO.
(N)
DUE DILIGENCE.
BUYER SHALL HAVE RECEIVED SURVEYS OF THE VESSELS
FROM W.H. PADDIE & ASSOCIATES, INC. AND THE CONDITION OF SUCH VESSELS AS
REFLECTED IN SUCH SURVEYS SHALL BE REASONABLY SATISFACTORY TO BUYER.
(O)
SIMULTANEOUS CLOSING OF ACQUISITION OF SIRIUS MARITIME, LLC.
THE
TRANSACTIONS CONTEMPLATED BY THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED AS
OF JUNE 25, 2007, BY AND AMONG SEA TRANSPORTATION LLC, THE PARTNERSHIP, SIRIUS
MARITIME, LLC AND THE OTHER PARTIES THERETO, SHALL CLOSE SIMULTANEOUSLY WITH THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(P)
CONVERSION OF SMITH SUBSIDIARIES.
EACH SMITH SUBSIDIARY SHALL
HAVE CONVERTED FROM A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF
HAWAII INTO A LIMITED LIABILITY COMPANY DULY ORGANIZED UNDER THE LAWS OF THE
STATE OF HAWAII.
(Q)
TRANSFER OF SHARES.
THE GORDON TRUST SHALL HAVE DISTRIBUTED ALL
OF THE SHARES HELD BY THE GORDON TRUST TO SMITH.
(R)
OTHER DOCUMENTS.
THE SUBJECT COMPANIES AND THE SELLER PARTIES
SHALL DELIVER TO BUYER SUCH OTHER DOCUMENTS, INSTRUMENTS AND CERTIFICATES AS MAY
BE REASONABLY REQUESTED BY BUYER, INCLUDING, WITHOUT LIMITATION, THE ORIGINAL
COMPANY BOOK, MINUTE BOOKS AND SEAL (IF ANY) OF THE APPROPRIATE SUBJECT COMPANY.
(S)
CONSENTS.
ALL CONSENTS AND APPROVALS REQUIRED IN CONNECTION WITH
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT SHALL HAVE BEEN
OBTAINED.
49
SECTION 8.2
CONDITIONS TO OBLIGATIONS OF SMITH MARITIME, GO BIG AND THE SELLER
PARTIES.
THE OBLIGATIONS OF THE SMITH MARITIME, GO BIG AND THE SELLER PARTIES
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE SUBJECT, AT THE OPTION OF
SMITH MARITIME, GO BIG AND THE SELLER PARTIES, TO SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
COMPLIANCE.
BUYER SHALL HAVE COMPLIED WITH ITS COVENANTS AND
AGREEMENTS CONTAINED HEREIN, AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLE V HEREOF SHALL BE TRUE AND CORRECT ON THE DATE HEREOF AND TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE (EXCEPT THOSE
REPRESENTATIONS AND WARRANTIES QUALIFIED BY MATERIALITY, WHICH SHALL BE TRUE AND
CORRECT IN ALL RESPECTS AS SO QUALIFIED).
(B)
OFFICER'S CERTIFICATE.
THE