UNDER THE BUYER'S INSIDE INFORMATION,
MARKET COMMUNICATIONS AND SECURITIES TRADING POLICY AND PROCEDURES, WHICH BEGINS
14 DAYS PRIOR TO THE BUYER'S FISCAL YEAR END AND ENDS 24 HOURS AFTER THE RELEASE
OF THE
4
BUYER'S FINANCIAL RESULTS FOR SUCH FISCAL YEAR (OR, IF SUCH 24 HOUR PERIOD ENDS
ON A DAY WHICH IS NOT A TRADING DAY, ON THE NEXT SUCCEEDING TRADING DAY AT THE
TIME THE RESULTS WERE RELEASED).
2.10.5
THE SELLER ACKNOWLEDGES THAT IT HAS HAD ACCESS TO ALL INFORMATION
REGARDING THE BUYER AND ITS BUSINESS, CONDITION (FINANCIAL OR OTHERWISE),
PROSPECTS AND PLANS THAT IT REASONABLY CONSIDERS IMPORTANT IN MAKING ITS
DECISION TO SELL THE SHARES, AND IT HAS HAD AMPLE OPPORTUNITY TO ASK QUESTIONS
OF THE APPROPRIATE PERSONS CONCERNING SUCH MATTERS. IN THIS REGARD, THE SELLER
ACKNOWLEDGES THAT IT HAS HAD A PREEXISTING BUSINESS RELATIONSHIP WITH THE BUYER
OF A NATURE AND DURATION SUFFICIENT TO MAKE IT AWARE OF THE BUSINESS, CONDITION
(FINANCIAL OR OTHERWISE), PROSPECTS AND PLANS OF THE BUYER.
2.11
NO BROKERS OR FINDERS. NO BROKER OR FINDER HAS BEEN ENGAGED BY THE
SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT, AND
NO COMMISSION, FINDER'S FEES OR OTHER SIMILAR COMPENSATION OR REMUNERATION IS
PAYABLE TO ANY PERSON AS A RESULT OF THE SELLER'S ACTIONS IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
The Buyer represents and warrants to the Seller that the statements in the
following sections of this Article 3 are true and correct as of the date of this
Agreement and as of each Closing Date:
3.1
ORGANIZATION, GOOD STANDING. THE BUYER IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL
ISLANDS, AND HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AND
TO OWN, LEASE, OPERATE AND HOLD ITS PROPERTIES AND ASSETS.
3.2
AUTHORITY. THE BUYER HAS THE FULL LEGAL RIGHT AND REQUISITE POWER
AND AUTHORITY AND HAS TAKEN ALL ACTION NECESSARY IN ORDER TO EXECUTE, DELIVER
AND PERFORM FULLY ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREIN.
3.3
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BUYER
OF THIS AGREEMENT WILL NOT (A) VIOLATE ANY PROVISION OF THE BUYER'S GOVERNING
DOCUMENTS, (B) REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, LICENSE, EXEMPTION
OF OR FILING OR REGISTRATION WITH ANY GOVERNMENTAL BODY BY THE BUYER, EXCEPT FOR
FILINGS UNDER THE EXCHANGE ACT, WHICH THE BUYER WILL MAKE AS REQUIRED UNDER THE
EXCHANGE ACT FOLLOWING THE EXECUTION OF THIS AGREEMENT, (C) CAUSE THE BUYER TO
VIOLATE OR CONTRAVENE ANY PROVISION OF LAW, ANY RULE OR REGULATION OF ANY
GOVERNMENTAL BODY, OR ANY ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE,
DETERMINATION OR AWARD, BINDING UPON OR APPLICABLE TO THE BUYER, OR (D) RESULT
IN A MATERIAL VIOLATION OR BREACH OF, OR CONSTITUTE (WITH OR WITHOUT NOTICE OR
THE LAPSE OF TIME OR BOTH) A MATERIAL DEFAULT OR AN EVENT OF DEFAULT UNDER, OR