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 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 EXECUTION,
DELIVERY AND PERFORMANCE BY SELLER OF THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS OR THE SALE, ASSIGNMENT AND CONVEYANCE OF THE PROPERTY TO BUYER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
THE VESSEL.
AS OF THE EFFECTIVE DATE, SELLER HAS GOOD AND
MARKETABLE TITLE TO THE VESSEL AND THE ATTENDANT PLANT FREE AND CLEAR OF ALL
LIENS EXCEPT FOR THE LIENS SET FORTH IN EXHIBIT H.
AS OF THE CLOSING DATE, UPON
RECEIPT OF THE PURCHASE PRICE, SELLER SHALL SELL, CONVEY AND TRANSFER TO BUYER
GOOD AND MARKETABLE TITLE TO THE VESSEL AND ATTENDANT PLANT FREE AND CLEAR OF
ALL LIENS.
THE VESSEL IS VALIDLY DOCUMENTED UNDER THE LAWS OF THE UNITED
STATES.
(E)
THE REMAINDER OF THE PROPERTY.
EXCEPT FOR THE LIENS SET FORTH IN
EXHIBIT H, WHICH WILL BE RELEASED OR TERMINATED PRIOR TO THE CLOSING DATE,
SELLER HAS, AND ON THE CLOSING DATE, WILL HAVE GOOD AND MARKETABLE TITLE TO AND
OWNERSHIP OF ALL OF THE REMAINDER OF THE PROPERTY (EXCLUDING THE VESSEL AND THE
ATTENDANT PLANT) AND SUCH PROPERTY WILL AS OF THE CLOSING NOT BE SUBJECT TO ANY
LIEN.
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(F)
TAX MATTERS AND SPECIAL ASSESSMENTS.
SELLER HAS FILED ALL TAX
RETURNS REQUIRED TO BE FILED PRIOR TO THE CLOSING DATE AND HAS PAID ALL TAXES
AND OTHER AMOUNTS DUE IN CONNECTION THEREWITH SUCH THAT NO LIENS WILL ATTACH TO
OR AFFECT THE PROPERTY RELATED TO THE PAYMENT OR NONPAYMENT BY SELLER OF SUCH
FEDERAL, STATE OR LOCAL TAXES OR THE FAILURE TO PROPERLY FILE ANY SUCH RETURN.
THERE ARE NO PENDING OR, TO THE BEST OF SELLER'S KNOWLEDGE, THREATENED SPECIAL
ASSESSMENTS OF ANY KIND ON OR AFFECTING THE PROPERTY.
(G)
ACTIONS AND PROCEEDINGS.
TO THE BEST OF SELLER'S KNOWLEDGE, THERE
ARE NO CURRENT ONGOING ACTIONS, SUITS, CLAIMS OR LEGAL, ADMINISTRATIVE OR
ARBITRATION PROCEEDINGS OR INVESTIGATIONS PENDING OR THREATENED AGAINST,
INVOLVING OR AFFECTING THE PROPERTY OR SELLER'S RIGHT TO OWN OR TO SELL ANY OF
THE PROPERTY, OR ANY OUTSTANDING ORDERS, WRITS, INJUNCTIONS OR DECREES OF ANY