THE
CERTIFICATE OF FORMATION, CERTIFICATE OF LIMITED PARTNERSHIP, LIMITED LIABILITY
COMPANY AGREEMENT OR AGREEMENT OF LIMITED PARTNERSHIP OF BUYER OR THE
PARTNERSHIP (AS THE CASE MAY BE) NOR OR ANY PROVISION OF ANY AGREEMENT OR
INSTRUMENT TO WHICH BUYER OR THE PARTNERSHIP IS A PARTY.
34
SECTION 5.4
VALIDITY.
THERE IS NO INVESTIGATION, CLAIM, PROCEEDING OR
LITIGATION OF ANY TYPE PENDING OR, TO THE KNOWLEDGE OF BUYER OR THE PARTNERSHIP,
THREATENED TO WHICH BUYER OR THE PARTNERSHIP IS A PARTY THAT (I) QUESTIONS OR
INVOLVES THE VALIDITY OR ENFORCEABILITY OF ANY OF BUYER'S OR THE PARTNERSHIP'S
OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE EXHIBITS HERETO OR (II) SEEKS (OR
REASONABLY MIGHT BE EXPECTED TO SEEK) (A) TO PREVENT OR DELAY THE CONSUMMATION
BY BUYER OR THE PARTNERSHIP OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
OR (B) DAMAGES IN CONNECTION WITH ANY SUCH CONSUMMATION.
SECTION 5.5
BROKER INVOLVEMENT.
NEITHER BUYER NOR THE PARTNERSHIP HAS HIRED,
RETAINED OR DEALT WITH ANY BROKER OR FINDER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.6
VALID ISSUANCE.
AT THE CLOSING DATE, THE UNIT CONSIDERATION AND
THE LIMITED PARTNER INTERESTS REPRESENTED THEREBY WILL BE DULY AND VALIDLY
AUTHORIZED BY THE PARTNERSHIP AGREEMENT AND, WHEN ISSUED AND DELIVERED IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WILL BE DULY AND VALIDLY ISSUED,
FULLY PAID (TO THE EXTENT REQUIRED UNDER THE PARTNERSHIP AGREEMENT) AND
NON-ASSESSABLE (EXCEPT AS SUCH NONASSESSABILITY MAY BE AFFECTED BY MATTERS
DESCRIBED IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT UNDER THE
CAPTION "OUR PARTNERSHIP AGREEMENT - LIMITED LIABILITY").
SECTION 5.7
EXCHANGE ACT REPORTS. THE INFORMATION CONCERNING THE PARTNERSHIP IN
THE PARTNERSHIP'S FILINGS, REPORTS AND SUBMISSIONS UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), INCLUDING, WITHOUT LIMITATION, THE
FINANCIAL STATEMENTS INCLUDED THEREIN, COPIES OF WHICH HAVE BEEN MADE AVAILABLE
TO THE SELLER PARTIES, DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
SECTION 5.8
BUYER'S REVIEW.
IN CONNECTION WITH ITS DECISION TO PURCHASE THE
MEMBERSHIP INTERESTS, EACH OF BUYER AND THE PARTNERSHIP ACKNOWLEDGES THAT IT IS
A SOPHISTICATED PARTY WITH SUCH KNOWLEDGE AND EXPERIENCE IN BUSINESS AND
FINANCIAL MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE
ACQUISITION.
EACH OF BUYER AND THE PARTNERSHIP HAS HAD AN OPPORTUNITY TO REVIEW
THE RECORDS AND BUSINESS OF SIRIUS PROVIDED TO BUYER AND THE PARTNERSHIP AND TO
ASK QUESTIONS AND RECEIVE ANSWERS FROM SELLERS AND SIRIUS REGARDING SIRIUS.
SECTION 5.9
CITIZENSHIP.
EACH OF BUYER AND THE PARTNERSHIP IS A CITIZEN OF THE
UNITED STATES WITHIN THE MEANING OF CHAPTER 505 OF TITLE 46 OF THE UNITED STATES
CODE, FOR THE PURPOSE OF OPERATING THE VESSELS IN THE COASTWISE TRADE OF THE
UNITED STATES.
ARTICLE VI
COVENANTS
SECTION 6.1
OTHER OFFERS. FROM AND AFTER THE DATE HEREOF AND UNTIL THE CLOSING,
NEITHER THE SELLER PARTIES, SIRIUS NOR ANY OF THEIR RESPECTIVE OFFICERS,
MANAGERS,