AS BROKER, FINDER, INVESTMENT
BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
(F)
CRANE.
AS OF THE CLOSING DATE, UPON RECEIPT OF THE CRANE PRICE,
GLDD, SHALL SELL, CONVEY AND TRANSFER TO WEEKS GOOD AND MARKETABLE TITLE TO THE
CRANE, TOGETHER WITH ALL SPARE PARTS, FREE AND CLEAR OF ALL LIENS.
9.02
SURVIVAL.
ALL OF GLDD'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 THREE (3) YEARS AFTER THE CLOSING DATE (EXCEPT FOR THE MATTERS
IN SECTIONS 9.01(E) AND (F) WHICH SHALL CONTINUE FOR FIVE (5) YEARS AFTER THE
CLOSING DATE), WEEKS SHALL HAVE THE RIGHT TO RELY ON THE ACCURACY OF THE GLDD'S
REPRESENTATIONS AND WARRANTIES.
9.03
CONDITION OF CRANE.
WEEKS ACKNOWLEDGES AND AGREES THAT THE ONLY
REPRESENTATIONS AND WARRANTIES MADE BY GLDD WITH RESPECT TO THE CRANE OR
OTHERWISE ARE CONTAINED IN SECTION 9.01
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HEREOF.
THE CRANE SHALL BE DELIVERED TO AND TAKEN POSSESSION OF BY WEEKS ON AN
"AS IS, WHERE IS" BASIS AND THE BILL OF SALE OR OTHER TRANSACTION DOCUMENTS
TRANSFERRING TITLE SHALL CONTAIN THE FOLLOWING LANGUAGE:
"GLDD MAKES NO
REPRESENTATION OR WARRANTY TO WEEKS, EXPRESS OR IMPLIED, AS TO THE VALUE,
CONDITION, MERCHANTABILITY (OTHER THAN AS TO TITLE AS SET FORTH IN SECTION
9.01(F), FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS, DESIGN
OR WORKING
ORDER, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 9.01 OF THE PURCHASE
AGREEMENT."
ARTICLE X
CONDITIONS TO CLOSING APPLICABLE TO GLDD
The obligations of GLDD hereunder (including the obligation of GLDD to close the
transactions herein contemplated) are subject to the following conditions
precedent:
10.01
NO TERMINATION.
NEITHER GLDD NOR WEEKS SHALL HAVE TERMINATED THIS
AGREEMENT PURSUANT TO SECTION 12.01 HEREOF.
10.02
BRING-DOWN OF WEEKS WARRANTIES.
THE WARRANTIES AND REPRESENTATIONS
MADE BY WEEKS HEREIN TO GLDD 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 WEEKS 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, GLDD SHALL HAVE RECEIVED A CERTIFICATE EXECUTED BY THE
PRESIDENT OR ANY VICE PRESIDENT OF WEEKS TO THE FOREGOING EFFECT.
10.03
FINAL INSPECTION.
AFTER THE EXECUTION DATE, THERE SHALL NOT BE ANY
DAMAGE, DEFECTS OR DEFICIENCIES WITH RESPECT TO THE PROPERTY (EXCLUDING THE
MERIDIAN ATTENDANT PLANT) THAT
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IS NOT REPAIRED OR REPLACED BY WEEKS PRIOR TO THE CLOSING DATE, WHICH EITHER (A)
RENDERS THE WEEKS VESSEL OR ANY MATERIAL MACHINERY OR EQUIPMENT ON THE WEEKS
VESSEL NOT "SEAWORTHY," NON-FUNCTIONAL OR NON-OPERATIONAL; OR (B) RESULTS IN AN
AGGREGATE COST TO REPAIR OR REPLACE SUCH NON-FUNCTIONAL OR NON-OPERATIONAL ITEMS
IN EXCESS OF $3,000,000.
NOTHING CONTAINED IN THIS SECTION 10.03 LIMITS OR
MODIFIES THE RIGHTS OF BUYER PURSUANT TO (A) SECTION 4.02 FOR A LOSS, CASUALTY