EXCLUDING THE DAMAGED OR
DESTROYED PROPERTY, IN WHICH EVENT ALL INSURANCE PROCEEDS PAID OR TO BE PAID AS
A RESULT OF THE LOSS TO SUCH PROPERTY SHALL BE PAID TO GLDD; PROVIDED, HOWEVER
IF THE INSURANCE PROCEEDS ARE INSUFFICIENT TO RESTORE OR REPLACE SUCH PROPERTY,
SUCH PROPERTY SHALL BE EXCLUDED FROM THE PROPERTY AND THE PURCHASE PRICE SHALL
BE REDUCED BY THE FAIR MARKET VALUE OF SUCH PROPERTY AS DETERMINED BY A MUTUALLY
ACCEPTABLE APPRAISER.
10
NOTWITHSTANDING THE FOREGOING, THE TERM "PROPERTY" WHEN USED IN THIS SECTION
4.02(A) SHALL EXCLUDE THE MERIDIAN ATTENDANT PLANT.
(B)
IF PRIOR TO CLOSING, THE WEEKS VESSEL SUFFERS A LOSS OR CASUALTY
SUCH THAT IT IS DETERMINED TO BE EITHER (I) A TOTAL LOSS FOR INSURANCE PURPOSES
OR (II) THE LOSS OR CASUALTY IS SUCH THAT THE VESSEL WOULD NOT BE OPERATIONAL
PRIOR TO THE DROP DEAD DATE, THEN EITHER WEEKS OR GLDD MAY TERMINATE THIS
AGREEMENT.
(C)
UNTIL THE CLOSING, THE CRANE SHALL BE AT THE SOLE RISK AND LOSS OF
GLDD.
UPON CLOSING, TITLE AND ALL RISK OF LOSS SHALL TRANSFER TO WEEKS.
IF
PRIOR TO THE CLOSING, THE CRANE SHALL SUFFER A LOSS OR CASUALTY OR OTHERWISE
BECOME NON-OPERATIONAL THEN THE PURCHASE AND SALE OF THE CRANE PURSUANT TO THIS
AGREEMENT SHALL BE TERMINATED WHICH SHALL NOT EFFECT THE ASSIGNMENT OR THE
PURCHASE AND SALE OF THE PROPERTY.
4.03
CONDUCT OF BUSINESS.
PRIOR TO THE CLOSING, AND EXCEPT AS OTHERWISE
APPROVED BY GLDD IN WRITING, WEEKS SHALL OPERATE THE PROPERTY AND ITS BUSINESSES
WHICH ARE PRESENTLY CONDUCTED WITH THE PROPERTY IN THE ORDINARY COURSE THEREOF
CONSISTENT WITH PAST PRACTICE (INCLUDING, WITHOUT LIMITATION, CAPITAL
EXPENDITURES, THE ACQUISITION OF PARTS AND INVENTORY, KEEPING OF ALL OF THE
PROPERTY IN GOOD WORKING ORDER AND REPAIR, AND REPLACING ANY PROPERTY WHICH
SHALL BE WORN OUT, LOST, STOLEN, DAMAGED OR DESTROYED) AND IN SUCH A MANNER THAT
WEEKS MAY CONTINUE TO PERFORM ITS OBLIGATIONS UNDER THE EXISTING CONTRACTS AND
AS MAY BE REQUIRED BY ANY APPLICABLE LAW.
WEEKS SHALL GIVE GLDD PROMPT WRITTEN
NOTICE OF ANY AND ALL MATERIAL ADVERSE CHANGES IN THE CONDITION OR OPERATION OF
ANY OF THE PROPERTY.
NOTWITHSTANDING THE FOREGOING, THE TERM "PROPERTY" WHEN
USED IN THIS SECTION 4.03 SHALL EXCLUDE THE MERIDIAN ATTENDANT PLANT.
11
4.04
NEGATIVE COVENANTS.
DURING THE PERIOD FROM THE DATE OF THIS
AGREEMENT TO THE CLOSING DATE, WEEKS SHALL NOT, WITHOUT GLDD'S PRIOR WRITTEN
CONSENT:
(A)
SELL, LEASE, MORTGAGE, PLEDGE OR OTHERWISE DISPOSE OF OR TRANSFER
ANY OF THE PROPERTY, EXCEPT FOR INVENTORY SOLD OR OTHERWISE DISPOSED OF IN THE
ORDINARY AND REGULAR COURSE OF WEEKS' BUSINESS; OR
(B)
ENTER INTO OR EXTEND ANY EMPLOYMENT AGREEMENT WITH ANY DESIGNATED
EMPLOYEE FOR A TERM EXTENDING BEYOND THE CLOSING OR INCREASE THE COMPENSATION OF
ANY DESIGNATED EMPLOYEE, OR INCREASE OR OTHERWISE CHANGE THE RATE OR NATURE OF
THE COMPENSATION (INCLUDING WAGES, SALARIES, BONUSES AND BENEFITS UNDER PENSION,
PROFIT SHARING, DEFERRED COMPENSATION AND SIMILAR PLANS OR PROGRAMS) WHICH IS
PAID OR PAYABLE TO ANY DESIGNATED EMPLOYEE.
4.05
CONSENTS.
PRIOR