ALL MATERIAL ADVERSE CHANGES IN THE CONDITION OR
OPERATION OF ANY OF THE PROPERTY.
3.04
NEGATIVE COVENANTS.
DURING THE PERIOD FROM THE EFFECTIVE DATE OF
THIS AGREEMENT TO THE CLOSING DATE, SELLER SHALL NOT, WITHOUT BUYER'S PRIOR
WRITTEN CONSENT:
(A)
SELL, LEASE, MORTGAGE, PLEDGE OR OTHERWISE DISPOSE OF OR TRANSFER
ANY OF THE PROPERTY, EXCEPT FOR INVENTORY SOLD OR OTHERWISE DISPOSED OF IN THE
ORDINARY AND REGULAR COURSE OF SELLER'S BUSINESS; OR
(B)
ENTER INTO OR EXTEND ANY EMPLOYMENT AGREEMENT WITH ANY DESIGNATED
EMPLOYEE FOR A TERM EXTENDING BEYOND THE CLOSING OR INCREASE THE COMPENSATION OF
ANY DESIGNATED EMPLOYEE, OR INCREASE OR OTHERWISE CHANGE THE RATE OR NATURE OF
THE COMPENSATION (INCLUDING WAGES, SALARIES, BONUSES AND BENEFITS UNDER PENSION,
PROFIT SHARING, DEFERRED COMPENSATION AND SIMILAR PLANS OR PROGRAMS) WHICH IS
PAID OR PAYABLE TO ANY DESIGNATED EMPLOYEE; PROVIDED, HOWEVER, THAT SELLER SHALL
BE PERMITTED TO MAKE "SEPARATION PAYMENTS" TO ANY OF ITS EMPLOYEES IT DETERMINES
TO TERMINATE ON OR PRIOR TO THE CLOSING DATE.
10
3.05
CONSENTS.
PRIOR TO THE CLOSING DATE, SELLER SHALL PROCEED WITH ALL
REASONABLE DILIGENCE AND USE ITS BEST EFFORTS TO OBTAIN THE WRITTEN CONSENT TO
THE CONSUMMATION OF THIS AGREEMENT FROM ALL NECESSARY PERSONS.
3.06
NO SOLICITATION.
PRIOR TO THE CLOSING OR UNTIL THE TERMINATION OF
THIS AGREEMENT, SELLER SHALL NOT, WITHOUT THE PRIOR APPROVAL OF BUYER, DIRECTLY
OR INDIRECTLY, SOLICIT, ENCOURAGE OR INITIATE INQUIRIES OR PROPOSALS WITH
RESPECT TO, OR FURNISH ANY INFORMATION RELATING TO, OR PARTICIPATE IN ANY
NEGOTIATIONS OR DISCUSSIONS CONCERNING ANY ACQUISITION OR PURCHASE OF ANY OR ANY
PORTION OF ANY OF THE PROPERTY, AND SELLER SHALL DEAL EXCLUSIVELY WITH BUYER
WITH RESPECT TO THE SALE OF THE PROPERTY.
ARTICLE IV
REIMBURSEMENTS
4.01
CLOSING REIMBURSEMENTS.
BUYER SHALL REIMBURSE SELLER ON THE
CLOSING DATE FOR THE COST OF ANY FUEL AND LUBE WHICH IS TRANSFERRED BY SELLER TO
BUYER AS PART OF THE PROPERTY.
PRIOR TO THE CLOSING, SELLER SHALL PREPARE AND
DELIVER TO BUYER A STATEMENT FOR THE REIMBURSEMENT OF SUCH FUEL AND LUBE COSTS,
WHICH SHALL BE SUBJECT TO THE REVIEW AND APPROVAL OF BUYER.
ARTICLE V
INSPECTIONS, DUE DILIGENCE REVIEW
5.01
INITIAL INSPECTION.
PRIOR TO THE DATE HEREOF, BUYER HAS BEEN
GRANTED ACCESS TO, OR PROVIDED COPIES OF, THE PLANS, SURVEYS, RECORDS, DRAWINGS,
ENGINEERING CALCULATIONS, CORRESPONDENCE, DOCUMENTATION, REPORTS AND OTHER
WRITTEN INFORMATION RELATING TO THE PROPERTY IDENTIFIED IN EXHIBIT I (THE
"VESSEL REPORTS") AND HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF THE
EMPLOYEES OF THE SELLER ABOUT THE PROPERTY.
BUYER HAS NOT BEEN GRANTED ACCESS
TO THE PROPERTY PRIOR TO THE DATE HEREOF.
11
5.02
ACCESS AND INFORMATION; INSPECTIONS.
(A)
FROM THE EFFECTIVE DATE (BUT ONLY AFTER ANNOUNCEMENT BY SELLER OF
EXECUTION OF THIS AGREEMENT TO ITS EMPLOYEES WHICH SELLER SHALL DO WITHIN 24
HOURS AFTER THE ISSUANCE OF BUYER'S PRESS RELEASE) UNTIL CLOSING, SELLER SHALL
GIVE TO BUYER AND ITS REPRESENTATIVES REASONABLE ACCESS DURING NORMAL BUSINESS
HOURS TO THE PROPERTY, TO SELLER'S BOOKS AND RECORDS CONTAINING TECHNICAL
INFORMATION RELATIVE TO THE PROPERTY AND ALL