GUARANTY OF C.F. BEAN, L.L.C. AND BOSKALIS WESTMINSTER
DREDGING B.V. IN THE FORM ATTACHED HERETO AS EXHIBIT M; AND
(I)
ANY ADDITIONAL INSTRUMENTS AND DOCUMENTS REQUIRED BY BUYER'S
COUNSEL AS MAY BE REASONABLY NECESSARY TO CARRY OUT THE PURPOSES OF THIS
AGREEMENT.
6.05
INSURANCE AGREEMENT.
SIMULTANEOUSLY WITH THE EXECUTION OF THIS
AGREEMENT, THE PARTIES HERETO ARE ENTERING INTO AN INSURANCE AGREEMENT
("INSURANCE AGREEMENT") WITH RESPECT TO INSURANCE COVERAGES FOR MARITIME LIENS
AND TORTS WHICH MAY ATTACH TO THE PROPERTY.
6.06
TAXES AND FEES.
ALL SALES, TRANSFER OR OTHER TAXES AND ALL
DOCUMENTATION AND OTHER FEES, IF ANY, DUE AS A RESULT OF THE SALE SHALL BE PAID
BY BUYER.
6.07
COOPERATION.
SELLER AND BUYER SHALL, ON REQUEST, ON AND AFTER THE
CLOSING DATE, COOPERATE WITH ONE ANOTHER BY FURNISHING ANY ADDITIONAL
INFORMATION, EXECUTING AND DELIVERING ANY ADDITIONAL DOCUMENTS AND/OR
INSTRUMENTS AND DOING ANY AND ALL SUCH OTHER THINGS AS MAY BE REASONABLY
REQUIRED BY THE PARTIES OR THEIR COUNSEL TO CONSUMMATE OR OTHERWISE IMPLEMENT
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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ARTICLE VII
SELLER'S REPRESENTATIONS AND WARRANTIES
7.01
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER REPRESENTS AND
WARRANTS TO BUYER AS FOLLOWS (ALL REPRESENTATIONS AND WARRANTIES SHALL BE MADE
AS OF THE EFFECTIVE DATE AND THE CLOSING DATE AND SHALL SURVIVE THE CLOSING
SOLELY TO THE EXTENT SET FORTH IN SECTION 7.02):
(A)
AUTHORIZATION.
SELLER 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 SELLER AND CONSTITUTES A VALID AND BINDING LEGAL
OBLIGATION OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS THE SAME MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' 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.
SELLER IS A LIMITED LIABILITY COMPANY DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS
FULL POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT.
SELLER
WARRANTS THAT THE OFFICER EXECUTING THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT ON SELLER'S BEHALF IS DULY AND PROPERLY AUTHORIZED AND EMPOWERED TO
BIND AND OBLIGATE SELLER.
SELLER IS, AND AT ALL TIMES DURING WHICH IT OWNED THE
VESSEL WAS, A UNITED STATES CITIZEN AS THAT TERM IS DEFINED IN 46 C.F.R. § 67.03
AND IN SECTION 2 OF THE SHIPPING ACT, 1916, AS AMENDED, AND ALL REGULATIONS IN
EFFECT THEREUNDER.
(C)
CONSENTS AND APPROVALS - NO VIOLATION.
NEITHER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY SELLER, NOR THE CONSUMMATION OF THE PURCHASE AND
SALE OF THE
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PROPERTY AS CONTEMPLATED HEREIN, NOR ANY OF THE