EXECUTION, DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS OR THE SALE, ASSIGNMENT AND CONVEYANCE OF THE PROPERTY TO
BUYER AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
THE VESSEL.
AS OF THE EFFECTIVE DATE, SELLER HAS GOOD AND
MARKETABLE TITLE TO THE VESSEL FREE AND CLEAR OF ALL LIENS EXCEPT FOR THE LIENS
SET FORTH IN EXHIBIT G.
AS OF THE CLOSING DATE, UPON RECEIPT OF THE PURCHASE
PRICE, SELLER SHALL SELL, CONVEY AND TRANSFER TO BUYER GOOD AND MARKETABLE TITLE
TO THE VESSEL FREE AND CLEAR OF ALL LIENS.
THE VESSEL IS VALIDLY DOCUMENTED
UNDER THE LAWS OF THE UNITED STATES.
(E)
THE REMAINDER OF THE PROPERTY.
EXCEPT FOR THE LIENS SET FORTH IN
EXHIBIT G, WHICH WILL BE RELEASED OR TERMINATED PRIOR TO THE CLOSING DATE,
SELLER HAS, AND ON THE CLOSING DATE, WILL HAVE GOOD AND MARKETABLE TITLE TO AND
OWNERSHIP OF ALL OF THE REMAINDER OF THE PROPERTY (EXCLUDING THE VESSEL) AND
SUCH PROPERTY WILL AS OF THE CLOSING NOT BE SUBJECT TO ANY LIEN.
(F)
TAX MATTERS AND SPECIAL ASSESSMENTS.
SELLER HAS FILED ALL TAX
RETURNS REQUIRED TO BE FILED PRIOR TO THE CLOSING DATE AND HAS PAID ALL TAXES
AND OTHER AMOUNTS DUE IN CONNECTION THEREWITH SUCH THAT NO LIENS WILL ATTACH TO
OR AFFECT THE PROPERTY RELATED TO THE PAYMENT OR NONPAYMENT BY SELLER OF SUCH
FEDERAL, STATE OR LOCAL TAXES OR THE FAILURE TO PROPERLY FILE ANY SUCH RETURN.
THERE ARE NO PENDING OR, TO THE BEST OF SELLER'S KNOWLEDGE, THREATENED SPECIAL
ASSESSMENTS OF ANY KIND ON OR AFFECTING THE PROPERTY.
(G)
ACTIONS AND PROCEEDINGS.
TO THE BEST OF SELLER'S KNOWLEDGE, THERE
ARE NO CURRENT ONGOING ACTIONS, SUITS, CLAIMS OR LEGAL, ADMINISTRATIVE OR
ARBITRATION PROCEEDINGS OR
19
INVESTIGATIONS PENDING OR THREATENED AGAINST, INVOLVING OR AFFECTING THE
PROPERTY OR SELLER'S RIGHT TO OWN OR TO SELL ANY OF THE PROPERTY, OR ANY
OUTSTANDING ORDERS, WRITS, INJUNCTIONS OR DECREES OF ANY COURT AFFECTING THE
PROPERTY OR SELLER'S RIGHTS TO OWN OR TO SELL ANY OF THE PROPERTY.
SELLER IS
AWARE OF NO PENDING NOTICES, CITATIONS OR SIMILAR CHARGES; AND, TO SELLER'S
KNOWLEDGE, THERE ARE NO THREATENED ACTIONS OR CLAIMS OR BASIS FOR ACTIONS OR
CLAIMS, FROM ANY GOVERNMENTAL BODY OR THIRD PARTY ALLEGING VIOLATION OF LAWS,
REGULATIONS, PERMITS, ORDERS, REMOVAL OR REMEDIATION ORDERS OR OBLIGATIONS,
INCLUDING ANY THAT RELATE TO ENVIRONMENTAL LAWS, HEALTH, SAFETY, OR EMPLOYEE
MATTERS RELATING TO THE PROPERTY.
(H)
BROKERS.
NEITHER THIS AGREEMENT NOR THE SALE OF THE PROPERTY OR
ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR PROCURED
THROUGH ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ACTING ON BEHALF OF, OR
REPRESENTING SELLER OR ANY OF ITS STOCKHOLDERS AS BROKER, FINDER, INVESTMENT
BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
(I)
LICENSES AND PERMITS.
EXHIBIT L HERETO SETS FORTH A COMPLETE AND
CORRECT LIST OF ALL LICENSES, FRANCHISES, PERMITS AND OTHER GOVERNMENTAL
AUTHORIZATIONS HELD OR OWNED BY SELLER RELATING TO THE OWNERSHIP AND OPERATION
OF THE PROPERTY.
TO