TO THE CLOSING DATE, WEEKS SHALL PROCEED WITH ALL
REASONABLE DILIGENCE AND USE ITS BEST EFFORTS TO OBTAIN THE WRITTEN CONSENT TO
THE CONSUMMATION OF THIS AGREEMENT FROM ALL NECESSARY PERSONS.
4.06
NO SOLICITATION.
PRIOR TO THE CLOSING OR UNTIL THE TERMINATION OF
THIS AGREEMENT, WEEKS SHALL NOT, WITHOUT THE PRIOR APPROVAL OF GLDD, DIRECTLY OR
INDIRECTLY, SOLICIT, ENCOURAGE OR INITIATE INQUIRIES OR PROPOSALS WITH RESPECT
TO, OR FURNISH ANY INFORMATION RELATING TO, OR PARTICIPATE IN ANY NEGOTIATIONS
OR DISCUSSIONS CONCERNING ANY ACQUISITION OR PURCHASE OF ANY OR ANY PORTION OF
ANY OF THE PROPERTY, AND WEEKS SHALL DEAL EXCLUSIVELY WITH GLDD WITH RESPECT TO
THE SALE OF THE PROPERTY.
ARTICLE V
REIMBURSEMENTS AND TAX DEFERRED EXCHANGE
5.01
CLOSING REIMBURSEMENTS.
GLDD SHALL REIMBURSE WEEKS ON THE CLOSING
DATE FOR THE COST OF ANY FUEL AND LUBE WHICH IS TRANSFERRED BY WEEKS TO GLDD AS
PART OF THE
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PROPERTY.
PRIOR TO THE CLOSING, WEEKS SHALL PREPARE AND DELIVER TO GLDD A
STATEMENT FOR THE REIMBURSEMENT OF SUCH FUEL AND LUBE COSTS, WHICH SHALL BE
SUBJECT TO THE REVIEW AND APPROVAL OF GLDD.
5.02
Tax Deferred Exchange.
(a)
In the event that Weeks wishes
to enter into a tax deferred exchange for any or some of the Property (as
defined in the Meridian Agreement) pursuant to Section 1031 of the Code, GLDD
agrees to cooperate with Weeks (at the sole cost and expense of Weeks) with such
exchange, including the execution of such documents reasonably acceptable to the
GLDD as may be reasonably necessary to conduct the exchange, provided that there
shall be no delay in the agreed-to Closing Date.
Notwithstanding any other
provision of this Agreement, Weeks shall indemnify GLDD for any and all costs,
expenses or liabilities resulting from any such transactions.
(B)
IN THE EVENT THAT GLDD WISHES TO ENTER INTO A TAX DEFERRED
EXCHANGE FOR ANY OR SOME OF THE PROPERTY PURSUANT TO SECTION 1031 OF THE CODE,
WEEKS AGREES TO COOPERATE WITH GLDD (AT THE SOLE COST AND EXPENSE OF GLDD) WITH
SUCH EXCHANGE, INCLUDING THE EXECUTION OF SUCH DOCUMENTS REASONABLY ACCEPTABLE
TO THE WEEKS AS MAY BE REASONABLY NECESSARY TO CONDUCT THE EXCHANGE, PROVIDED
THAT THERE SHALL BE NO DELAY IN THE AGREED-TO CLOSING DATE.
NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, GLDD SHALL INDEMNIFY WEEKS FOR ANY AND ALL
COSTS, EXPENSES OR LIABILITIES RESULTING FROM ANY SUCH TRANSACTIONS.
ARTICLE VI
INSPECTIONS AND DUE DILIGENCE REVIEW
6.01
INITIAL INSPECTION.
(A)
PRIOR TO THE DATE HEREOF, GLDD
HAS INSPECTED THE WEEKS VESSEL AND BEEN GRANTED ACCESS TO, OR PROVIDED COPIES
OF, THE PLANS, SURVEYS, RECORDS, DRAWINGS, ENGINEERING CALCULATIONS,
CORRESPONDENCE, DOCUMENTATION, REPORTS AND OTHER WRITTEN
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INFORMATION RELATING TO THE PROPERTY AND HAS BEEN GIVEN THE OPPORTUNITY TO ASK
QUESTIONS OF THE EMPLOYEES OF WEEKS ABOUT THE PROPERTY.
(B)
PRIOR TO THE DATE HEREOF, WEEKS HAS INSPECTED THE CRANE ("INITIAL
CRANE INSPECTION").
6.02
ACCESS AND INFORMATION; INSPECTIONS.
(A)
FROM THE EXECUTION DATE UNTIL CLOSING, WEEKS SHALL GIVE TO GLDD
AND ITS REPRESENTATIVES REASONABLE ACCESS DURING