CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.
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SECTION 6.6
EXCLUSIVITY.
THE
INDEMNIFICATION RIGHTS IN SECTION 5.10 AND THIS ARTICLE VI SHALL BE THE
EXCLUSIVE REMEDIES OF THE INDEMNIFIED PARTIES FOR ANY INDEMNIFIED AMOUNTS
ARISING OUT OF OR RESULTING FROM ANY BREACH OF THE REPRESENTATIONS AND
WARRANTIES IN THIS AGREEMENT (OTHER THAN ANY CLAIM FOR INDEMNIFIED AMOUNTS
ARISING OUT OF OR BASED ON FRAUD).
ARTICLE VII
CONDITIONS TO CLOSING
SECTION 7.1
CONDITIONS TO OBLIGATIONS OF
BUYER.
THE OBLIGATIONS OF BUYER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREIN ARE SUBJECT, AT THE OPTION OF BUYER, TO SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A)
COMPLIANCE.
SELLER SHALL HAVE COMPLIED WITH ITS COVENANTS
AND AGREEMENTS CONTAINED HEREIN, AND THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE III HEREOF SHALL BE TRUE AND CORRECT ON THE DATE HEREOF AND
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE (EXCEPT THOSE
REPRESENTATIONS AND WARRANTIES QUALIFIED BY MATERIALITY, WHICH SHALL BE TRUE AND
CORRECT IN ALL RESPECTS AS SO QUALIFIED).
(B)
OFFICER'S CERTIFICATE.
BUYER SHALL HAVE RECEIVED A
CERTIFICATE, DATED AS OF THE CLOSING DATE, OF AN EXECUTIVE OFFICER OF SELLER
CERTIFYING AS TO THE MATTERS SPECIFIED IN SECTIONS 7.1(A) HEREOF.
(C)
SELLER'S RESOLUTIONS.
SELLER SHALL DELIVER TO BUYER A
CERTIFIED COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS AND
STOCKHOLDERS OF SELLER AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, INCLUDING THE EXHIBITS AND SCHEDULES HERETO, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN.
(D)
MEMBERSHIP INTEREST CERTIFICATES.
SELLER SHALL DELIVER
CERTIFICATES EVIDENCING THE MEMBERSHIP INTERESTS, EACH ENDORSED IN BLANK, OR
ACCOMPANIED BY STOCK POWERS IN BLANK DULY EXECUTED BY SELLER.
(E)
HSR ACT.
ANY WAITING PERIOD APPLICABLE TO THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT UNDER THE HSR ACT SHALL HAVE
EXPIRED OR BEEN TERMINATED.
(F)
DELIVERY OF FINANCIAL STATEMENTS.
BUYER SHALL HAVE
RECEIVED THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS WITH RESPECT TO SEA
COAST THAT ARE REQUIRED BY RULE 3-05 OF REGULATION S-X OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AT LEAST TWENTY BUSINESS DAYS PRIOR TO THE
CLOSING DATE.
THE AUDITED FINANCIAL STATEMENTS SHALL BE FREE OF ANY
QUALIFICATIONS.
BOTH THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS SHALL
CONFORM IN ALL MATERIAL RESPECTS TO THE UNAUDITED ANNUAL FINANCIAL STATEMENTS
AND THE UNAUDITED INTERIM FINANCIAL STATEMENTS, AS APPLICABLE.
(G)
NO MATERIAL ADVERSE CHANGE.
NO MATERIAL ADVERSE CHANGE IN THE
VALUE OF THE SHARES OR THE MEMBERSHIP INTERESTS OR IN THE BUSINESS OR IN THE
FINANCIAL CONDITION OF SEA COAST SHALL HAVE OCCURRED SINCE THE DATE HEREOF, AND
NO EVENT SHALL HAVE OCCURRED SINCE THE DATE HEREOF WHICH COULD BE EXPECTED TO
LEAD TO OR CAUSE SUCH A MATERIAL ADVERSE CHANGE.
39
(H)
CERTIFIED ABSTRACTS.
SELLER SHALL DELIVER CERTIFIED ABSTRACTS
OF TITLE FOR EACH OF THE VESSELS ISSUED BY THE U.S. COAST GUARD AT THE NATIONAL
VESSEL DOCUMENTATION CENTER DATED NO EARLIER THAN SEVEN DAYS PRIOR TO THE DATE
OF THE CLOSING SHOWING THAT SEA COAST IS THE OWNER OF SUCH VESSELS AND THAT SUCH