PROPERTY.
GLDD ACKNOWLEDGES AND AGREES THAT THE ONLY
REPRESENTATIONS AND WARRANTIES MADE BY WEEKS WITH RESPECT TO THE PROPERTY OR
OTHERWISE ARE CONTAINED IN SECTION 8.01 HEREOF.
THE PROPERTY SHALL BE DELIVERED
TO AND TAKEN POSSESSION OF BY GLDD ON AN "AS IS, WHERE IS" BASIS AND THE BILL OF
SALE OR OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN THE
FOLLOWING LANGUAGE:
"WEEKS MAKES NO REPRESENTATION OR
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WARRANTY TO GLDD, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION,
MERCHANTABILITY (OTHER THAN AS TO TITLE AS SET FORTH IN SECTION 8.01(D) AND
(E)), FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS, DESIGN
OR WORKING ORDER,
OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 8.01 OF THE PURCHASE AGREEMENT."
ARTICLE IX
GLDD'S REPRESENTATIONS AND WARRANTIES
9.01
GLDD'S REPRESENTATIONS AND WARRANTIES.
GLDD REPRESENTS AND
WARRANTS TO WEEKS AS FOLLOWS (ALL REPRESENTATIONS AND WARRANTIES SHALL BE MADE
AS OF THE EFFECTIVE DATE AND THE CLOSING DATE AND SHALL SURVIVE CLOSING TO THE
EXTENT SET FORTH IN SECTION 9.02):
(A)
AUTHORIZATION.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY IT AND CONSTITUTES A VALID AND BINDING LEGAL OBLIGATION OF
GLDD, ENFORCEABLE AGAINST GLDD IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE SAME
MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITOR'S RIGHTS IN GENERAL AND
SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEMENT
IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
(B)
ORGANIZATION.
GLDD IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED
AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF
ORGANIZATION AND IT HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS
AGREEMENT.
GLDD WARRANTS THAT THE OFFICER EXECUTING THIS AGREEMENT ON GLDD'S
BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO BIND AND OBLIGATE THE
GLDD BY EXECUTING THIS AGREEMENT.
GLDD IS CONSIDERED A UNITED STATES CITIZEN
UNDER THE SHIPPING LAWS OF THE UNITED STATES, INCLUDING 46 U.S.C. § 292.
(C)
CONSENTS AND APPROVALS-NO VIOLATION.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY GLDD NOR THE ASSIGNMENT OR THE CONSUMMATION OF THE
PURCHASE AND SALE
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OF THE PROPERTY AS CONTEMPLATED HEREIN NOR THE TRANSACTIONS CONTEMPLATED HEREBY
WILL (A) VIOLATE ANY PROVISION OF GLDD'S CERTIFICATE OF FORMATION OR OPERATING
AGREEMENT, (B) VIOLATE ANY JUDGMENT, ORDER, INJUNCTION, DECREE OR AWARD OF A
COURT, ADMINISTRATIVE AGENCY OR GOVERNMENTAL BODY AGAINST OR BINDING UPON GLDD.
GLDD REPRESENTS THAT NO CONSENT OR APPROVAL OF ANY PERSON IS REQUIRED IN
CONNECTION WITH ITS EXECUTION AND DELIVERY OF THIS AGREEMENT.
(D)
VESSEL DOCUMENTATION.
GLDD SHALL CAUSE THE WEEKS VESSEL AND
MERIDIAN ATTENDANT PLANT TO BE REDOCUMENTED IN ITS NAME WITH THE UNITED STATES
COAST GUARD WITHIN FIVE (5) BUSINESS DAYS OF THE CLOSING.
(E)
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 GLDD OR ANY OF ITS STOCKHOLDERS