ASSESSMENT OF HAZARDOUS MATERIALS, (II) TO REMOVE OR REMEDIATE
ANY HAZARDOUS MATERIALS, (III) TO GIVE NOTICE TO OR RECEIVE APPROVAL FROM ANY
GOVERNMENTAL BODY (OTHER THAN AS NECESSARY TO TRANSFER, OR TO ALLOW BUYER TO
OPERATE UNDER, ENVIRONMENTAL PERMITS REQUIRED UNDER ENVIRONMENTAL LAWS, AND AS
NECESSARY IN CONNECTION WITH THE PRE-CLOSING MERGER), OR (IV) TO RECORD OR
DELIVER TO ANY PERSON OR ENTITY (OTHER THAN BUYER) ANY DISCLOSURE DOCUMENT OR
STATEMENT PERTAINING TO ENVIRONMENTAL MATTERS.
(K)
THERE ARE NO FACTS, CIRCUMSTANCES OR CONDITIONS THAT HAVE
RESULTED OR COULD RESULT IN (I) ANY LIABILITY TO SEA COAST UNDER ANY
ENVIRONMENTAL LAW, (II) ANY LIABILITY TO SEA COAST ARISING FROM OR ASSOCIATED
WITH ANY EXPOSURE TO HAZARDOUS MATERIALS, OR (III) ANY LIABILITY TO BUYER OR ITS
AFFILIATES BASED ON, ARISING OUT OF OR RELATED TO THE MATTERS DESCRIBED IN
CLAUSES (I) AND (II) OF THIS SUBPARAGRAPH.
SECTION 3.23
INSURANCE.
SEA COAST HAS HERETOFORE
MADE AVAILABLE TO BUYER A LIST AND COPIES OF ALL INSURANCE POLICIES OF SEA COAST
OR RELATING TO ITS ASSETS OR THE CONDUCT OF ITS BUSINESS.
SUCH POLICIES ARE IN
FULL FORCE AND EFFECT, AND SEA COAST IS NOT IN DEFAULT UNDER ANY OF THEM.
SECTION 3.24
GOVERNMENT LICENSES AND PERMITS.
SCHEDULE 3.24 SETS FORTH A LIST OF ALL LICENSES, PERMITS, CONSENTS,
AUTHORIZATIONS, QUALIFICATIONS, PLANS (INCLUDING VESSEL RESPONSE PLANS) APPROVED
BY OR SUBMITTED TO GOVERNMENTAL BODIES AND ORDERS OF GOVERNMENTAL BODIES
REQUIRED FOR THE OPERATION OR CONDUCT OF THE BUSINESS OF SEA COAST OR THE
OWNERSHIP OF ANY OF ITS ASSETS, ALL OF WHICH ARE IN FULL FORCE AND EFFECT.
SECTION 3.25
RESPONSIBLE CARRIERS PLAN.
SEA
COAST HAS ADOPTED AN AMERICAN WATERWAYS OPERATORS RESPONSIBLE CARRIERS PLAN, A
COPY OF WHICH HAS BEEN MADE AVAILABLE TO BUYER, AND IS IN COMPLIANCE WITH ALL
RESPONSIBLE CARRIER PLAN REQUIREMENTS.
SECTION 3.26
TAXES.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 3.26(A), SALTCHUK, SELLER AND
SEA COAST HAVE CAUSED TO BE TIMELY FILED WITH APPROPRIATE GOVERNMENTAL BODIES
ALL TAX RETURNS REQUIRED TO BE FILED BY OR WITH RESPECT TO SEA COAST, THE ASSETS
AND OPERATIONS OF SEA COAST AND THE CONDUCT OF SEA COAST'S BUSINESS (TOGETHER
"SEA COAST ITEMS"), AND HAVE PAID OR CAUSED TO BE PAID OR MADE PROVISIONS FOR
THE PAYMENT OF ALL TAXES DUE WITH RESPECT THERETO.
(B)
NEITHER SALTCHUK, SELLER NOR SEA COAST HAS RECEIVED, OR HAS
KNOWLEDGE, OF ANY NOTICE OF DEFICIENCY OR ASSESSMENT OR PROPOSED DEFICIENCY OR
ASSESSMENT RELATING TO TAXES WITH RESPECT TO SEA COAST ITEMS FROM ANY
GOVERNMENTAL BODY, AND THERE ARE NO OUTSTANDING AGREEMENTS OR WAIVERS THAT
EXTEND ANY STATUTORY PERIOD OF LIMITATIONS APPLICABLE TO
19
ANY FEDERAL, STATE OR LOCAL INCOME OR FRANCHISE TAX RETURNS THAT INCLUDE SEA
COAST ITEMS.
TO THE KNOWLEDGE OF SALTCHUK, SELLER AND SEA COAST, THERE ARE NO
THREATENED AUDITS OF, OR ASSESSMENTS AGAINST, SALTCHUK OR SEA COAST WITH RESPECT
TO TAXES THAT MAY BE ASSERTED AGAINST SEA COAST.
NEITHER SALTCHUK, SELLER NOR
SEA COAST IS A PARTY TO ANY ACTION OR PROCEEDING BY ANY GOVERNMENTAL BODY FOR
THE