U.S.C. §300F ET SEQ.
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7.02
SURVIVAL.
ALL OF SELLER'S REPRESENTATIONS AND WARRANTIES SET
FORTH IN THIS AGREEMENT ARE TRUE AND CORRECT, AND SHALL BE TRUE AND CORRECT AS
OF THE CLOSING DATE; AND FOR A PERIOD OF TWO (2) YEARS AFTER THE CLOSING DATE,
EXCEPT FOR THE MATTERS IN SECTION 7.01(D), (E) AND (H), WHICH SHALL CONTINUE FOR
FIVE (5) YEARS AFTER THE CLOSING DATE, BUYER SHALL HAVE THE RIGHT TO RELY UPON
THE ACCURACY OF SELLER'S REPRESENTATIONS AND WARRANTIES.
7.03
CONDITION OF PROPERTY.
THE BUYER ACKNOWLEDGES AND AGREES THAT THE
ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE PROPERTY
OR OTHERWISE ARE CONTAINED IN SECTION 7.01 HEREOF.
THE PROPERTY SHALL BE
DELIVERED TO AND TAKEN POSSESSION OF BY, BUYER ON AN "AS IS, WHERE IS" BASIS AND
THE BILL OF SALE OR OTHER TRANSACTION DOCUMENTS TRANSFERRING TITLE SHALL CONTAIN
THE FOLLOWING LANGUAGE:
"SELLER MAKES NO REPRESENTATION OR WARRANTY TO BUYER,
EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, MERCHANTABILITY (OTHER THAN AS
TO TITLE AS SET FORTH IN SECTION 7.01(D) AND (E)), FITNESS FOR A PARTICULAR
PURPOSE, SEAWORTHINESS, DESIGN
OR WORKING ORDER."
ARTICLE VIII
BUYER'S REPRESENTATIONS AND WARRANTIES
8.01
BUYER'S REPRESENTATIONS AND WARRANTIES.
BUYER REPRESENTS AND
WARRANTS TO SELLER 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 8.02):
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(A)
AUTHORIZATION.
BUYER HAS FULL RIGHT AND POWER TO ENTER INTO AND
PERFORM ITS OBLIGATION UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
AND HAS TAKEN ALL REQUISITE CORPORATE ACTION TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
AND THE CONSUMMATION OF THE SALE OF THE PROPERTY AND OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY IT AND CONSTITUTES A VALID AND BINDING LEGAL
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER 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.
BUYER 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.
BUYER WARRANTS THAT THE OFFICER EXECUTING THIS AGREEMENT ON
BUYER'S BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO BIND AND
OBLIGATE THE BUYER.
BUYER IS
A UNITED STATES CITIZEN UNDER THE SHIPPING LAWS
OF THE UNITED STATES, INCLUDING, WITHOUT LIMITATION, 46 U.S.C. § 292.
(C)
CONSENTS AND APPROVALS-NO VIOLATION.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY BUYER, NOR THE CONSUMMATION OF THE PURCHASE AND
SALE OF THE PROPERTY AS CONTEMPLATED HEREIN, NOR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL (A) VIOLATE, CONFLICT WITH OR RESULT