VESSELS ARE FREE AND CLEAR OF ALL LIENS.
(I)
CONFIRMATION OF CLASS CERTIFICATES.
SELLER SHALL DELIVER
CONFIRMATION OF CLASS CERTIFICATES FOR EACH OF THE VESSELS WHERE APPLICABLE
(FREE FROM RECOMMENDATIONS) ISSUED BY THE AMERICAN BUREAU OF SHIPPING ISSUED NO
EARLIER THAN SEVEN DAYS PRIOR TO THE DATE OF THE CLOSING.
(J)
ORDERS, ETC.
NO ACTION, SUIT OR PROCEEDING SHALL HAVE
BEEN COMMENCED OR SHALL BE PENDING OR THREATENED, AND NO STATUTE, RULE,
REGULATION OR ORDER SHALL HAVE BEEN ENACTED, PROMULGATED, ISSUED OR DEEMED
APPLICABLE TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, BY ANY
GOVERNMENTAL BODY OR COURT THAT REASONABLY MAY BE EXPECTED TO (I) PROHIBIT
BUYER'S OWNERSHIP OR OPERATION OF ALL OR A MATERIAL PORTION OF THE ASSETS OF SEA
COAST OR THE MEMBERSHIP INTERESTS, OR COMPEL BUYER TO DISPOSE OF OR HOLD
SEPARATE ALL OR A MATERIAL PORTION OF BUYER'S OR SEA COAST'S BUSINESS OR ASSETS,
AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR (II) PROHIBIT
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(K)
REMOVAL OF LIENS.
SELLER SHALL HAVE CAUSED ANY AND ALL LIENS
ON THE ASSETS OF SEA COAST TO BE RELEASED AND SHALL HAVE PROVIDED BUYER WITH
DOCUMENTARY EVIDENCE TO SUCH EFFECT.
(L)
FIRPTA AFFIDAVIT.
SALTCHUK SHALL DELIVER A NON-FOREIGN
AFFIDAVIT, AS SUCH AFFIDAVIT IS REFERRED TO IN SECTION 1445(B)(2) OF THE CODE,
SUBSTANTIALLY IN THE FORM SET FORTH IN TREAS. REG. § 1.1445-2(B)(2)(IV)(B),
DATED AS OF THE CLOSING DATE.
(M)
RESIGNATIONS.
EACH DIRECTOR AND OFFICER OF SEA COAST SHALL
DELIVER A NOTICE OF RESIGNATION IN THE FORM PREVIOUSLY APPROVED BY BUYER.
(N)
RELEASES.
EACH DIRECTOR AND OFFICER OF SEA COAST, AND EACH
PERSON TO WHOM A "PHANTOM STOCK PLAN" OR SIMILAR ARRANGEMENT OR BENEFIT HAS BEEN
PROMISED, SHALL HAVE EXECUTED AND DELIVERED A RELEASE TO BUYER IN THE FORM
ATTACHED HERETO AS EXHIBIT C.
(O)
OFFICER'S NET WORTH CERTIFICATE.
BUYER SHALL HAVE RECEIVED A
CERTIFICATE, DATED AS OF THE CLOSING DATE, OF AN EXECUTIVE OFFICER OF SELLER
CERTIFYING THAT THE NET WORTH OF SELLER AS OF THE CLOSING DATE IS NOT LESS THAN
$82,00,000.
(P)
ESCROW AGREEMENT.
SELLER AND BUYER SHALL HAVE EXECUTED AND
DELIVERED AN ESCROW AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
EXHIBIT B.
(Q)
REDOCUMENTATION, ETC..
IN CONNECTION WITH THE PRE-CLOSING
MERGER, ALL REDOCUMENTATION OF SELLER'S VESSELS SHALL HAVE OCCURRED, SEA COAST
LLC SHALL POSSESS ALL LICENSES, PERMITS AND APPROVALS TO OPERATE THE BUSINESS OF
SEA COAST AS CURRENTLY CONDUCTED AND ALL NECESSARY CONSENTS AND APPROVALS UNDER
ANY CONTRACTS, AGREEMENTS OR OTHER INSTRUMENTS OF SEA COAST SHALL HAVE BEEN
OBTAINED.
40
(R)
CERTIFICATES OF MERGER.
ONE OR MORE CERTIFICATES OF MERGER
(AS APPLICABLE) WITH RESPECT TO THE PRE-CLOSING MERGER SHALL HAVE BEEN FILED
WITH THE APPROPRIATE STATE REGULATORY AUTHORITIES.
(S)
LEASE ARRANGEMENTS FOR ANCHORAGE, ALASKA FACILITY.
SEA COAST
AND DELTA WESTERN SHALL HAVE ENTERED INTO A SUBLEASE AGREEMENT WITH RESPECT TO
SEA COAST'S USE OF DELTA WESTERN'S FACILITIES IN ANCHORAGE, ALASKA, ON TERMS
REASONABLY ACCEPTABLE TO BUYER.
(T)
OTHER DOCUMENTS.
SELLER SHALL DELIVER TO BUYER SUCH