ABSENCE OF UNDISCLOSED LIABILITIES.
EXCEPT AS SET FORTH IN SCHEDULE 3.15, SEA COAST HAS NO LIABILITY (WHETHER
ABSOLUTE, ACCRUED, CONTINGENT, UNLIQUIDATED OR OTHERWISE, WHETHER DUE OR TO
BECOME DUE), OTHER THAN LIABILITIES (I) REFLECTED IN THE FINANCIAL STATEMENTS,
(II) ARISING UNDER AGREEMENTS DESCRIBED IN SCHEDULE 3.10 (CONTRACTS AND
COMMITMENTS) OR CONTRACTS ENTERED IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICE THAT ARE NOT REQUIRED TO BE DISCLOSED THEREIN DUE
TO DOLLAR THRESHOLDS, (III) ARISING OUT OF MATTERS REFLECTED IN SCHEDULE 3.7
(LITIGATION) OR (IV) TRADE ACCOUNTS PAYABLE INCURRED AFTER MARCH 31, 2005 IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE.
SECTION 3.16
REAL ESTATE.
(A)
SEA COAST DOES NOT CURRENTLY OWN, AND EXCEPT AS SET FORTH ON
SCHEDULE 3.16 HAS NEVER PREVIOUSLY OWNED, ANY REAL PROPERTY.
SCHEDULE 3.16 SETS
FORTH A LIST AND SUMMARY DESCRIPTION (INCLUDING PROPERTY LOCATION, PARTIES AND
ANNUAL RENTAL PAYMENTS) OF ALL LEASES, SUBLEASES AND OTHER AGREEMENTS UNDER
WHICH SEA COAST IS LESSOR OR LESSEE OF, OR USES OR OCCUPIES OR ALLOWS THE USE OR
OCCUPANCY OF, ANY REAL PROPERTY.
ALL SUCH LEASES, SUBLEASES AND OTHER
AGREEMENTS ARE VALID AND SUBSISTING AND IN FULL FORCE AND EFFECT.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 3.16(1), THE REAL PROPERTY
LISTED ON SCHEDULE 3.16 (I) HAS FULL AND FREE ACCESS TO AND FROM PUBLIC
HIGHWAYS, STREETS AND ROADS AND THERE IS NO PROCEEDING PENDING OR THREATENED
THAT COULD RESULT IN THE TERMINATION OF OR MATERIAL LIMITATIONS ON SUCH ACCESS
AND (II) IS CONNECTED TO AND SERVICED BY UTILITIES AND PUBLIC SERVICES, ALL OF
WHICH ARE ADEQUATE FOR THE USE OF THE REAL PROPERTY LISTED THEREON AS THE
BUSINESS OF SEA COAST IS CURRENTLY CONDUCTED.
EXCEPT AS SET FORTH ON
SCHEDULE 3.16(2), SEA COAST HAS NOT
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EXPERIENCED DURING THE THREE YEARS PRECEDING THE DATE HEREOF ANY MATERIAL
INTERRUPTION IN THE DELIVERY OF ADEQUATE QUANTITIES OF ANY UTILITIES (INCLUDING,
WITHOUT LIMITATION, ELECTRICITY, NATURAL GAS, POTABLE WATER, WATER FOR COOLING
OR SIMILAR PURPOSES AND FUEL OIL) OR OTHER PUBLIC SERVICES (INCLUDING, WITHOUT
LIMITATION, SANITARY AND INDUSTRIAL SEWER SERVICE) REQUIRED IN THE OPERATION OF
THE BUSINESS OF SEA COAST DURING SUCH PERIOD AND, TO THE KNOWLEDGE OF SELLER NO
SUCH MATERIAL INTERRUPTION IS THREATENED.
SECTION 3.17
ACCOUNTS RECEIVABLE.
ALL ACCOUNTS
RECEIVABLE OF SEA COAST THAT ARE OR WILL BE REFLECTED IN THE FINANCIAL
STATEMENTS AND THAT WILL BE REFLECTED IN THE CLOSING DATE BALANCE SHEET
REPRESENT SALES ACTUALLY MADE IN THE ORDINARY COURSE OF BUSINESS AND ARE
COLLECTIBLE, LESS THE RESERVE FOR DOUBTFUL ACCOUNTS INCLUDED THEREIN.
SECTION 3.18
INVENTORY.
SCHEDULE 3.18 SETS FORTH
THE LOCATION OF ALL INVENTORY (INCLUDING SPARE PARTS) RELATED TO THE VESSELS
THAT IS NOT ABOARD SUCH VESSELS.
SEA COAST HAS NO INVENTORY FOR SALE IN THE
ORDINARY COURSE OF BUSINESS.
THE VALUE OF ALL INVENTORY OF SEA COAST HAS BEEN
RECORDED ON THE BOOKS OF SEA COAST AT THE LOWER OF COST OR MARKET IN ACCORDANCE
WITH GAAP.
SECTION 3.19
EMPLOYEES AND RELATED MATTERS.
SCHEDULE 3.19 IS A COMPLETE LIST OF ALL