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
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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.
(D)
VESSEL DOCUMENTATION.
BUYER SHALL CAUSE ALL OF THE PROPERTY THAT
IS A DOCUMENTED VESSEL UNDER FEDERAL LAW TO BE REDOCUMENTED IN ITS NAME WITH THE
UNITED STATES COAST GUARD WITHIN TWO (2) DAYS OF THE CLOSING.
(E)
BROKERS.
NEITHER THIS AGREEMENT NOR THE SALE OF THE PROPERTY OR
ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR PROCURED
THROUGH ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY ACTING ON BEHALF OF, OR
REPRESENTING BUYER OR ANY OF ITS STOCKHOLDERS AS BROKER, FINDER, INVESTMENT
BANKER, FINANCIAL ADVISOR OR IN ANY SIMILAR CAPACITY.
8.02
SURVIVAL.
ALL OF BUYER'S REPRESENTATIONS AND WARRANTIES SET FORTH
IN THIS AGREEMENT SHALL BE TRUE AND CORRECT AT AND AS OF THE CLOSING DATE, AND
FOR A PERIOD OF TWO (2) YEARS AFTER THE CLOSING DATE, EXCEPT FOR THE MATTERS IN
SECTION 8.01(E), WHICH SHALL CONTINUE FOR FIVE (5) YEARS AFTER THE CLOSING DATE,
SELLER SHALL HAVE THE RIGHT TO RELY ON THE ACCURACY OF THE BUYER'S
REPRESENTATIONS AND WARRANTIES.
ARTICLE IX
CONDITIONS TO CLOSING APPLICABLE TO BUYER
The obligations of Buyer hereunder (including the obligation of Buyer to close
the transactions herein contemplated) are subject to the following conditions
precedent:
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9.01
No Termination.
Neither Buyer nor Seller shall have terminated
this Agreement pursuant to Section 11.01 hereof.
9.02
BRING-DOWN OF SELLER WARRANTIES.
THE WARRANTIES AND
REPRESENTATIONS MADE BY THE SELLER HEREIN TO BUYER SHALL BE TRUE AND CORRECT IN
ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS IF
SUCH WARRANTIES AND REPRESENTATIONS HAD BEEN MADE ON AND AS OF THE CLOSING DATE
AND SELLER SHALL HAVE PERFORMED AND COMPLIED WITH ALL AGREEMENTS, COVENANTS AND
CONDITIONS ON THEIR PART REQUIRED TO BE PERFORMED OR COMPLIED WITH ON OR PRIOR
TO THE CLOSING DATE; AND AT THE CLOSING, BUYER SHALL HAVE RECEIVED A CERTIFICATE
EXECUTED BY THE PRESIDENT OR ANY VICE PRESIDENT OF SELLER TO THE FOREGOING
EFFECT.
9.03
CHANGES FROM THE VESSEL REPORTS.
THE