OTHERWISE IMPLEMENT
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE VII
SELLER'S REPRESENTATIONS AND WARRANTIES
7.01
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER REPRESENTS AND
WARRANTS TO BUYER AS FOLLOWS (ALL REPRESENTATIONS AND WARRANTIES SHALL BE MADE
AS OF THE EFFECTIVE DATE AND THE CLOSING DATE AND SHALL SURVIVE THE CLOSING
SOLELY TO THE EXTENT SET FORTH IN SECTION 7.02):
(A)
AUTHORIZATION.
SELLER 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
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PROPERTY AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THIS AGREEMENT
HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY SELLER AND CONSTITUTES A
VALID AND BINDING LEGAL OBLIGATION OF SELLER, ENFORCEABLE AGAINST SELLER 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 CREDITORS' 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.
SELLER IS A LIMITED LIABILITY COMPANY DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF LOUISIANA AND HAS
FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT.
SELLER
WARRANTS THAT THE OFFICER EXECUTING THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT ON SELLER'S BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO
BIND AND OBLIGATE SELLER.
SELLER IS, AND AT ALL TIMES DURING WHICH IT OWNED THE
VESSEL WAS, A UNITED STATES CITIZEN AS THAT TERM IS DEFINED IN 46 C.F.R. § 67.03
AND IN SECTION 2 OF THE SHIPPING ACT, 1916, AS AMENDED, AND ALL REGULATIONS IN
EFFECT THEREUNDER.
(C)
CONSENTS AND APPROVALS - NO VIOLATION.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY SELLER, 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 IN THE BREACH OR
TERMINATION OF, OR OTHERWISE GIVE ANY OTHER CONTRACTING PARTY THE RIGHT TO
TERMINATE OR CONSTITUTE DEFAULT (BY WAY OF SUBSTITUTION, NOVATION, OR OTHERWISE)
UNDER THE TERMS OF, ANY CONTRACT, MORTGAGE OR LEASE TO WHICH SELLER IS A PARTY
OR UNDER WHICH ANY OF THE PROPERTY IS BOUND, (B) RESULT IN THE CREATION OF ANY
LIEN OR OTHER ADVERSE INTEREST UPON ANY OF THE PROPERTY OR ANY OF SELLER'S
ASSETS, (C) VIOLATE ANY JUDGMENT, ORDER, INJUNCTION, DECREE OR AWARD OF A COURT,
ADMINISTRATIVE AGENCY OR GOVERNMENTAL BODY AGAINST OR BINDING UPON SELLER OR
UPON ANY OF THE PROPERTY, (D) CONFLICT WITH, RESULT IN A BREACH OF, OR
CONSTITUTE A DEFAULT
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UNDER (I) ANY FOREIGN, FEDERAL, STATE OR LOCAL LAW, STATUTE, ORDINANCE, RULE OR
REGULATION, OR (II) THE CERTIFICATE OF FORMATION OR THE OPERATING AGREEMENT OF
SELLER.
NO CONSENT OR APPROVAL OF ANY PERSON IS REQUIRED IN CONNECTION WITH THE