(D)
VESSEL DOCUMENTATION.
BUYER SHALL CAUSE ALL OF THE PROPERTY THAT
IS A DOCUMENTED VESSEL UNDER FEDERAL LAW TO BE REDOCUMENTED IN ITS NAME WITH THE
UNITED STATES COAST GUARD WITHIN TWO (2) DAYS OF THE CLOSING.
(E)
BROKERS.
NEITHER THIS AGREEMENT NOR THE SALE OF THE PROPERTY OR
ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR PROCURED
THROUGH ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ACTING ON BEHALF OF, OR
REPRESENTING BUYER OR ANY OF ITS STOCKHOLDERS AS BROKER, FINDER, INVESTMENT
BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
8.02
SURVIVAL.
ALL OF BUYER'S REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT SHALL BE TRUE AND CORRECT AT AND AS OF THE CLOSING DATE, AND
FOR A PERIOD OF TWO (2) YEARS AFTER THE CLOSING DATE, EXCEPT FOR THE MATTERS IN
SECTION 8.01(E), WHICH SHALL CONTINUE FOR FIVE (5) YEARS AFTER THE CLOSING DATE,
SELLER SHALL HAVE THE RIGHT TO RELY ON THE ACCURACY OF THE BUYER'S
REPRESENTATIONS AND WARRANTIES.
ARTICLE IX
CONDITIONS TO CLOSING APPLICABLE TO BUYER
The obligations of Buyer hereunder (including the obligation of Buyer to close
the transactions herein contemplated) are subject to the following conditions
precedent:
9.01
NO TERMINATION.
NEITHER BUYER NOR SELLER SHALL HAVE TERMINATED
THIS AGREEMENT PURSUANT TO SECTION 11.01 HEREOF.
9.02
BRING-DOWN OF SELLER WARRANTIES.
THE WARRANTIES AND
REPRESENTATIONS MADE BY THE SELLER HEREIN TO BUYER SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS IF
SUCH WARRANTIES AND REPRESENTATIONS HAD BEEN MADE ON AND AS OF THE CLOSING DATE
AND SELLER SHALL HAVE PERFORMED AND COMPLIED WITH ALL AGREEMENTS, COVENANTS AND
CONDITIONS ON THEIR PART REQUIRED TO BE PERFORMED OR COMPLIED WITH ON OR PRIOR
TO THE CLOSING DATE; AND AT THE CLOSING, BUYER SHALL HAVE RECEIVED A CERTIFICATE
EXECUTED BY THE PRESIDENT OR ANY VICE PRESIDENT OF SELLER TO THE FOREGOING
EFFECT.
26
9.03
CHANGES FROM THE VESSEL REPORTS.
THE FINAL INSPECTION CERTIFICATE
SHALL NOT REPORT ANY DAMAGE, DEFECTS OR DEFICIENCIES WITH RESPECT TO THE VESSEL
AND THE MATERIAL MACHINERY AND EQUIPMENT ON BOARD THE VESSEL THAT IS NOT SET
FORTH IN THE VESSEL REPORTS AND THAT WILL NOT BE REPAIRED OR REPLACED BY SELLER
PRIOR TO THE CLOSING DATE, WHICH WOULD (A) RENDER THE VESSEL NOT "SEAWORTHY",
NON-FUNCTIONAL OR NON-OPERATIONAL FOR A PERIOD EXTENDING BEYOND THE DROP DEAD
DATE; AND (B) RESULT IN AN AGGREGATE COST TO REPAIR OR REPLACE SUCH
NON-OPERATIONAL ITEMS IN EXCESS OF $3 MILLION.
NOTHING CONTAINED IN THIS
SECTION 9.03 LIMITS OR MODIFIES THE RIGHTS OF BUYER PURSUANT TO (A) SECTION 3.02
FOR A LOSS, CASUALTY OR GOVERNMENT TAKING; OR (B) SECTION 3.03 FOR ANY DAMAGES
TO THE PROPERTY.
9.04
DOCUMENT DELIVERY.
BUYER SHALL HAVE RECEIVED COPIES OF THE
DOCUMENTS TO BE DELIVERED PURSUANT TO SECTION 6.04 HEREOF.
Buyer shall have the right to waive any of the foregoing conditions precedent.
ARTICLE X
CONDITIONS TO CLOSING APPLICABLE TO SELLER
The obligations of Seller hereunder (including the obligation of