THAT SUCH OWNED VESSELS ARE FREE AND CLEAR OF ALL LIENS
EXCEPT PERMITTED LIENS AND (II) IDENTIFYING THE OWNER OF THE BAREBOAT CHARTERED
VESSELS AND THAT SUCH BAREBOAT CHARTERED VESSELS ARE FREE AND CLEAR OF ALL LIENS
EXCEPT PERMITTED LIENS.
(I)
CONFIRMATION OF CLASS CERTIFICATES.
SIRIUS AND THE SELLER
PARTIES SHALL DELIVER CONFIRMATION OF CLASS CERTIFICATES FOR EACH OF THE VESSELS
WHERE APPLICABLE (FREE FROM RECOMMENDATIONS) ISSUED BY THE AMERICAN BUREAU OF
SHIPPING ISSUED NO EARLIER THAN SEVEN DAYS PRIOR TO THE DATE OF THE CLOSING.
(J)
ORDERS, ETC.
NO ACTION, SUIT OR PROCEEDING SHALL HAVE BEEN
COMMENCED OR SHALL BE PENDING OR THREATENED, AND NO STATUTE, RULE, REGULATION OR
ORDER SHALL HAVE BEEN ENACTED, PROMULGATED, ISSUED OR DEEMED APPLICABLE TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BY ANY GOVERNMENTAL BODY OR COURT
THAT REASONABLY MAY BE EXPECTED TO (I) PROHIBIT
50
BUYER'S OWNERSHIP OR OPERATION OF ALL OR A MATERIAL PORTION OF THE ASSETS OF
SIRIUS, OR COMPEL BUYER TO DISPOSE OF OR HOLD SEPARATE ALL OR A MATERIAL PORTION
OF BUYER'S OR SIRIUS'S BUSINESS OR ASSETS, 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.
SIRIUS AND THE SELLER PARTIES SHALL HAVE CAUSED
ANY AND ALL LIENS ON THE ASSETS OF SIRIUS EXCEPT PERMITTED LIENS TO BE RELEASED
AND SHALL HAVE PROVIDED BUYER WITH DOCUMENTARY EVIDENCE TO SUCH EFFECT.
(L)
CONSENT OF MORTGAGEE.
IF SIRIUS IS REQUIRED TO REDOCUMENT ANY
VESSELS IMMEDIATELY FOLLOWING THE CLOSING, SIRIUS AND BANK OF AMERICA, N.A.
SHALL HAVE EXECUTED A MORTGAGEE CONSENT TO SUCH REDOCUMENTATION ON COAST GUARD
FORM CG-4593.
(M)
RESIGNATIONS.
EACH DIRECTOR AND OFFICER OF SIRIUS SHALL DELIVER A
NOTICE OF RESIGNATION IN THE FORM PREVIOUSLY APPROVED BY BUYER.
(N)
EMPLOYEE RELEASES.
EACH EMPLOYEE TO WHOM A SPECIAL BONUS HAS BEEN
PAID OR PROMISED, ORALLY OR IN WRITING, SHALL DELIVER TO SIRIUS AND BUYER AN
EXECUTED RELEASE IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT A HERETO.
(O)
EMPLOYMENT AGREEMENTS.
EACH OF ROBERT C. DORN, GORDON L.K. SMITH
AND WAYNE A. SUNDBERG SHALL EXECUTE AND DELIVER AN EMPLOYMENT AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT C HERETO.
(P)
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.
(Q)
SIMULTANEOUS CLOSING OF ACQUISITION OF SMITH MARITIME COMPANIES.
THE TRANSACTIONS CONTEMPLATED BY THAT CERTAIN AGREEMENT AND PLAN OF MERGER DATED
AS OF JUNE 25, 2007, BY AND AMONG K-SEA ACQUISITION1 LLC, THE PARTNERSHIP, SMITH
AND THE OTHER PARTIES THERETO, SHALL CLOSE SIMULTANEOUSLY WITH THE CLOSING OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(R)
OTHER DOCUMENTS.
SIRIUS 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 SIRIUS.
(S)
CONSENTS.
ALL CONSENTS AND APPROVALS REQUIRED IN CONNECTION WITH