of the Property that are currently in force or issued in the
name of Seller and which Buyer elects to maintain in connection with Buyer's
operations.
"Spare Parts" means the various equipment, inventory and other items described
in Exhibit E.
"Substances" is defined in Section 7.01(k)(i) hereof.
"Target Date" is defined in Section 6.01(a) hereof.
"Third Party Action" is defined in Section 11.01(g).
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"Transaction Documents" means this Agreement and all documents, instruments and
agreements executed and delivered in connection with this Agreement.
"Vessel" means that vessel described in Exhibit F, together with such Vessel's
engines, machinery, masts, spars, boats, anchors, cables, chains, rigging
tackle, fittings, tools, pumps, pumping equipment, gear, apparel, furniture,
furnishing, outfit, appliances, equipment, spares or replacement parts, and all
other appurtenances thereto appertaining or belonging.
"Vessel Reports" is defined in Section 5.01 hereof.
1.02
INTERPRETATION.
UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE
REQUIRES, (I) WORDS OF ANY GENDER SHALL BE DEEMED TO INCLUDE EACH OTHER GENDER,
(II) WORDS USING THE SINGULAR OR PLURAL NUMBER SHALL ALSO INCLUDE THE PLURAL OR
SINGULAR NUMBER, RESPECTIVELY, AND (III) REFERENCES TO "HEREOF," "HEREIN,"
"HEREBY" AND SIMILAR TERMS SHALL REFER TO THE ENTIRE AGREEMENT.
1.03
DEPOSIT.
(A)
ON THE EFFECTIVE DATE, (I) BUYER AND SELLER SHALL ENTER INTO AN
ESCROW AGREEMENT IN THE FORM OF EXHIBIT G AND MADE A PART HEREOF (THE "ESCROW
AGREEMENT") WITH LASALLE BANK NATIONAL ASSOCIATION, AS ESCROW AGENT (THE "ESCROW
AGENT"); AND (II) PURCHASER SHALL DELIVER TO THE ESCROW AGENT $2,700,000.00 AS A
GOOD FAITH DEPOSIT (THE "DEPOSIT").
(B)
IN THE EVENT AFTER BUYER DEPOSITS THE DEPOSIT, THE PURCHASE AND
SALE CONTEMPLATED BY THIS AGREEMENT IS TERMINATED (I) BY BUYER PURSUANT TO
EITHER SECTION 11.01(B) OR (C) BECAUSE THE CONDITIONS SET FORTH IN ARTICLE IX
ARE NOT CAPABLE OF BEING SATISFIED BY THE DROP DEAD DATE; (II) BY BUYER PURSUANT
TO SECTION 11.01(D); (III)
BY EITHER BUYER OR SELLER PURSUANT TO EITHER SECTION
11.01(E) OR SECTION 11.01(F) HEREOF; OR (IV) BY EITHER BUYER OR SELLER PURSUANT
TO SECTION 11.01(G)
RESULTING FROM A GOVERNMENTAL ACTION OR A THIRD PARTY
ACTION WHICH RELATES TO THE OWNERSHIP OR OPERATION OF THE PROPERTY BY SELLER OR
ITS AFFILIATES OR WHICH MIGHT RESULT IN A
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LIEN ON THE PROPERTY, THEN BUYER SHALL BE ENTITLED TO THE DEPOSIT, AND THE
ESCROW AGENT SHALL PROMPTLY DELIVER THE DEPOSIT TO BUYER.
EXCEPT IN THE CASE
THE AGREEMENT IS TERMINATED BY EITHER BUYER OR SELLER PURSUANT TO SECTION
11.01(E), SECTION 11.01(F) OR SECTION 11.01(G), THE DELIVERY OF THE DEPOSIT TO
BUYER PURSUANT TO THIS SECTION 1.03(B) SHALL NOT IN ANY WAY LIMIT ANY LEGAL
RECOURSE FOR DAMAGES, EXCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SPECIFIC PERFORMANCE OR ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO BUYER
RESULTING THEREFROM.
(C)
IN THE EVENT THE AGREEMENT IS TERMINATED AFTER BUYER DEPOSITS THE
DEPOSIT FOR ANY REASON OTHER THAN AS SET FORTH IN SECTION 1.03(B), THEN SELLER
SHALL BE ENTITLED TO THE DELIVERY OF THE DEPOSIT AND THE ESCROW AGENT SHALL
PROMPTLY DELIVER THE DEPOSIT TO SELLER.