BUYER, DIRECTLY
OR INDIRECTLY, SOLICIT, ENCOURAGE OR INITIATE INQUIRIES OR PROPOSALS WITH
RESPECT TO, OR FURNISH ANY INFORMATION RELATING TO,
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OR PARTICIPATE IN ANY NEGOTIATIONS OR DISCUSSIONS CONCERNING ANY ACQUISITION OR
PURCHASE OF ANY OR ANY PORTION OF ANY OF THE PROPERTY, AND SELLER SHALL DEAL
EXCLUSIVELY WITH BUYER WITH RESPECT TO THE SALE OF THE PROPERTY.
ARTICLE IV
REIMBURSEMENTS
4.01
CLOSING REIMBURSEMENTS.
BUYER SHALL REIMBURSE SELLER ON THE
CLOSING DATE FOR THE COST OF ANY FUEL AND LUBE WHICH IS TRANSFERRED BY SELLER TO
BUYER AS PART OF THE PROPERTY.
PRIOR TO THE CLOSING, SELLER SHALL PREPARE AND
DELIVER TO BUYER A STATEMENT FOR THE REIMBURSEMENT OF SUCH FUEL AND LUBE COSTS,
WHICH SHALL BE SUBJECT TO THE REVIEW AND APPROVAL OF BUYER.
ARTICLE V
INSPECTIONS, DUE DILIGENCE REVIEW
5.01
INITIAL INSPECTION.
PRIOR TO THE DATE HEREOF, BUYER HAS BEEN
GRANTED ACCESS TO, OR PROVIDED COPIES OF, THE PLANS, SURVEYS, RECORDS, DRAWINGS,
ENGINEERING CALCULATIONS, CORRESPONDENCE, DOCUMENTATION, REPORTS AND OTHER
WRITTEN INFORMATION RELATING TO THE PROPERTY IDENTIFIED IN EXHIBIT K (THE
"VESSEL REPORTS") AND HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF THE
EMPLOYEES OF THE SELLER ABOUT THE PROPERTY.
BUYER HAS NOT BEEN GRANTED ACCESS
TO THE PROPERTY PRIOR TO THE DATE HEREOF.
5.02
ACCESS AND INFORMATION; INSPECTIONS.
(A)
FROM THE EFFECTIVE DATE (BUT ONLY AFTER ANNOUNCEMENT BY SELLER OF
EXECUTION OF THIS AGREEMENT TO ITS EMPLOYEES WHICH SELLER SHALL DO WITHIN 24
HOURS AFTER THE ISSUANCE OF BUYER'S PRESS RELEASE) UNTIL CLOSING, SELLER SHALL
GIVE TO BUYER AND ITS REPRESENTATIVES REASONABLE ACCESS DURING NORMAL BUSINESS
HOURS TO THE PROPERTY, TO SELLER'S BOOKS AND RECORDS CONTAINING TECHNICAL
INFORMATION RELATIVE TO THE PROPERTY AND ALL OTHER RELEVANT DOCUMENTS AND
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INFORMATION WITH RESPECT TO THE PROPERTY AS REPRESENTATIVES OF BUYER MAY FROM
TIME TO TIME REQUEST, ALL IN SUCH MANNER AS TO NOT UNDULY DISRUPT SELLER'S
NORMAL BUSINESS ACTIVITIES.
SUCH ACCESS MAY INCLUDE CONSULTATIONS WITH THE
PERSONNEL OF SELLER.
BUYER SHALL COORDINATE ALL OF ITS INSPECTION ACTIVITIES
THROUGH SELLER'S DESIGNATED REPRESENTATIVE OR HIS DESIGNEE.
IF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE, BUYER SHALL PROMPTLY RETURN ALL
INFORMATION AND DOCUMENTS PROVIDED BY SELLER.
(B)
DURING THE TERM OF THIS AGREEMENT BUYER MAY PHYSICALLY INSPECT,
AND CAUSE ONE OR MORE ENGINEERS OR OTHER REPRESENTATIVES OF BUYER TO PHYSICALLY
INSPECT, THE PROPERTY.
BUYER SHALL MAKE ALL INSPECTIONS IN GOOD FAITH AND WITH
DUE DILIGENCE.
ALL INSPECTION FEES, APPRAISAL FEES, ENGINEERING FEES AND OTHER
EXPENSES OF ANY KIND INCURRED BY BUYER RELATING TO THE INSPECTION OF THE
PROPERTY WILL BE SOLELY AT BUYER'S EXPENSE.
SELLER SHALL COOPERATE WITH BUYER
IN ALL REASONABLE RESPECTS IN MAKING SUCH INSPECTIONS.
(C)
SELLER SHALL BE ENTITLED TO HAVE A REPRESENTATIVE PRESENT AT THE
TIME OF MAKING ANY PHYSICAL INSPECTION OF THE PROPERTY.
BUYER SHALL NOTIFY
SELLER NOT LESS THAN ONE (1) DAY IN ADVANCE OF MAKING ANY SUCH INSPECTION.
IN
MAKING ANY INSPECTION HEREUNDER, BUYER WILL TREAT, AND WILL CAUSE ANY
REPRESENTATIVE OF BUYER TO TREAT, ALL INFORMATION OBTAINED BY BUYER