by this Agreement to be performed and complied with by Seller, Manager and
Stockholder on or before the Closing Date.
7.4 CERTIFICATE OF SELLER, MANAGER AND STOCKHOLDER. Stockholder shall
have delivered to Buyer a certificate and Seller, Candy Cruiser and Manager
shall have delivered to Buyer an officer's certificate (signed on behalf of such
company by its President) dated the Closing Date certifying the fulfillment of
the conditions specified in Sections 7.1, 7.2 and 7.3 hereof.
7.5 NO ACTION OR PROCEEDING. On the Closing Date, no action or
proceeding by any public authority or any other person shall be pending before
any court or administrative body or overtly threatened to restrain, enjoin or
otherwise prevent the consummation of this Agreement or the transactions
contemplated hereby, and no action or proceeding by any public authority or
private person shall be pending before any court or administrative body or
overtly threatened to recover any damages or obtain other relief as a result of
this Agreement or the transactions contemplated herein or as a result of any
agreement entered into in connection with or as a condition precedent to the
consummation thereof, which action or proceeding could result in a decision,
ruling or finding which would adversely affect the Business or the Assets or
Buyer's ability to conduct normal operations with the Assets after the Closing.
7.6 CONSENTS, AUTHORIZATIONS, ETC. All orders, consents, permits,
authorizations, approvals and waivers of every governmental entity or third
party required for the consummation of the transactions contemplated hereby, and
all filings, registrations and notifications to or with all governmental
entities required with respect to the consummation of such transactions, shall
have been obtained or given.
7.7 CORPORATE ACTION BY SELLER AND MANAGER. All action necessary to
authorize the execution, delivery and performance by each of Seller and Manager
of this Agreement shall have been duly and validly taken by each of Seller and
Manager, and Seller and Manager shall have each delivered to Buyer copies,
certified as of the Closing Date by the Secretary of Seller and Manager, as
applicable, of all resolutions of the Board of Directors and stockholders of
Seller and Manager authorizing this Agreement and the transactions contemplated
by this Agreement.
7.8 CORPORATE ACTION BY BUYER AND HOSI. All action necessary to
authorize the execution, delivery and performance by each of Buyer and HOSI of
this Agreement shall have been duly and validly taken by Buyer and HOSI.
7.9 COMPLETION OF DUE DILIGENCE. Buyer shall have completed to its
satisfaction a due diligence review of Seller and the Assets, including, without
limitation review of the customer contracts relating to the Business and comfort
that the Assets are in good working condition, ordinary wear and tear excepted,
and are free from asbestos, the latter of which may be satisfied by a written
certification from an unaffiliated third party certifying that no asbestos
materials were used in the manufacture of the Vessel.
7.10 COMPLETION OF DRYDOCK AND SURVEY. A drydocking of the Vessel shall
have been completed and Buyer shall have had the opportunity to inspect the
Vessel and have a representative present at such drydocking and be satisfied
after such inspection and observation