REASONABLY NECESSARY TO CARRY OUT THE PURPOSES OF THIS
AGREEMENT.
7.05
TAXES AND FEES.
ALL SALES, TRANSFER OR OTHER TAXES AND ALL
DOCUMENTATION AND OTHER FEES, IF ANY, DUE AS A RESULT OF THE SALE OF THE (A)
PROPERTY (EXCLUDING THE MERIDIAN ATTENDANT PLANT) SHALL BE PAID BY WEEKS, AND
(B) THE CRANE AND MERIDIAN ATTENDANT PLANT SHALL BE PAID BY GLDD.
7.06
COOPERATION.
WEEKS AND GLDD SHALL, ON REQUEST, ON AND AFTER THE
CLOSING DATE, COOPERATE WITH ONE ANOTHER BY FURNISHING ANY ADDITIONAL
INFORMATION, EXECUTING AND DELIVERING ANY ADDITIONAL DOCUMENTS AND/OR
INSTRUMENTS AND DOING ANY AND ALL SUCH OTHER THINGS AS MAY BE REASONABLY
REQUIRED BY THE PARTIES OR THEIR COUNSEL TO CONSUMMATE OR OTHERWISE IMPLEMENT
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE VIII
WEEKS' REPRESENTATIONS AND WARRANTIES
8.01
WEEKS' REPRESENTATIONS AND WARRANTIES.
WEEKS REPRESENTS AND
WARRANTS TO GLDD 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 8.02):
(A)
AUTHORIZATION.
WEEKS 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 PROPERTY AND OTHER TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY WEEKS AND CONSTITUTES A VALID AND BINDING LEGAL
OBLIGATION OF WEEKS, ENFORCEABLE AGAINST WEEKS IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE SAME MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE
18
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.
WEEKS IS A CORPORATION DULY ORGANIZED AND VALIDLY
EXISTING UNDER THE LAWS OF THE STATE OF NEW JERSEY AND HAS FULL POWER AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT.
WEEKS WARRANTS THAT THE
OFFICER EXECUTING THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT ON WEEKS'
BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO BIND AND OBLIGATE
WEEKS.
WEEKS IS, AND AT ALL TIMES DURING WHICH IT OWNED ANY OF THE VESSELS WAS,
A UNITED STATES CITIZEN AS THAT TERM IS DEFINED IN 46 C.F.R. § 67.03 AND IN
SECTION 3 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 WEEKS, 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