IN SECTION 7.01(D) AND (E)), FITNESS FOR A PARTICULAR
PURPOSE, SEAWORTHINESS, DESIGN
OR WORKING ORDER."
ARTICLE VIII
BUYER'S REPRESENTATIONS AND WARRANTIES
8.01
BUYER'S REPRESENTATIONS AND WARRANTIES.
BUYER REPRESENTS AND
WARRANTS TO SELLER AS FOLLOWS (ALL REPRESENTATIONS AND WARRANTIES SHALL BE MADE
AS OF THE EFFECTIVE DATE AND THE CLOSING DATE AND SHALL SURVIVE CLOSING TO THE
EXTENT SET FORTH IN SECTION 8.02):
(A)
AUTHORIZATION.
BUYER 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 IT AND CONSTITUTES A VALID AND BINDING LEGAL
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE SAME MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE
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ENFORCEMENT OF CREDITOR'S 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.
BUYER IS A LIMITED LIABILITY COMPANY, DULY
ORGANIZED AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE
OF ORGANIZATION AND IT HAS FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM
THIS AGREEMENT.
BUYER WARRANTS THAT THE OFFICER EXECUTING THIS AGREEMENT ON
BUYER'S BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO BIND AND
OBLIGATE THE BUYER.
BUYER IS A UNITED STATES CITIZEN UNDER THE SHIPPING LAWS OF
THE UNITED STATES, INCLUDING, WITHOUT LIMITATION, 46 U.S.C. § 292.
(C)
CONSENTS AND APPROVALS-NO VIOLATION.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY BUYER, 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 BUYER 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 BUYER'S ASSETS, (C)
VIOLATE ANY JUDGMENT, ORDER, INJUNCTION, DECREE OR AWARD OF A COURT,
ADMINISTRATIVE AGENCY OR GOVERNMENTAL BODY AGAINST OR BINDING UPON BUYER OR UPON
ANY OF THE PROPERTY, (D) CONFLICT WITH, RESULT IN A BREACH OF, OR CONSTITUTE A
DEFAULT 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 BUYER.
NO CONSENT OR APPROVAL OF ANY PERSON IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY BUYER OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS OR THE PURCHASE OF THE PROPERTY.
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