of the drydocking, in its sole discretion, that the Vessel is in Reasonable
Operating Condition, or that repairs will be made to the Vessel under the Escrow
Agreement to ensure that the Vessel will be in Reasonable Operating Condition.
7.11 EVIDENCE OF US FLAG STATUS AND CLASSIFICATIONS. Buyer is provided
with evidence reasonably satisfactory to such parties of the Vessel's flag
status, regulatory and hull and machinery classification society compliance
including without limitation review of current certification (supporting
material to include status reports and most recent dry-dock survey reports,
regulatory agency and internal reports, and shipyard invoices).
7.12 NONCOMPETITION AGREEMENTS. Seller, Stockholder and Manager shall
have each delivered to Buyer an executed counterpart of the Noncompetition
Agreement in substantially the form of Appendix C attached hereto as an
inducement for Buyer to enter into this Agreement and consummate the
transactions contemplated hereby.
7.13 OPINION OF COUNSEL. Buyer shall have received an opinion,
addressed to Buyer and dated the Closing Date, of counsel for Seller, Manager
and Stockholder, in form and substance reasonably satisfactory to Buyer and
7.14 INSTRUMENTS OF CONVEYANCE. Seller shall deliver to Buyer bills of
sale, assignments and other instruments conveying title to the Business and
Assets, including the Vessels, to Buyer as set forth in Section 1.1, free and
clear of all Liens, other than Permitted Liens. All such instruments of
conveyance shall be in form and content reasonably satisfactory to Buyer and its
7.15 NO MATERIAL ADVERSE CHANGE. No incident or event shall have
occurred resulting in material or significant destruction, damage to, or loss of
any Asset (whether or not covered by insurance).
7.16 CREDITOR RELEASES. Each of Seller's and All of the Vessel Owning
Companies creditors shall have released any Liens on the Assets, and Seller
shall deliver evidence of same, including without limitation, Satisfaction of
Mortgages releasing Liens against the Assets held by Key Corporate Capital Inc.
and MARCAP Corporation, and all required consents of any person or entity to the
conveyance of the Assets to Buyer shall have been obtained.
7.17 PHYSICAL POSSESSION AND CONTROL. Effective physical possession and
control of the Vessel, including any other assets (constituting part of the
Assets), documents and certificates appurtenant to and/or required to be on
board the Vessel, shall be tendered by Seller and taken over by Buyer, with the
Vessel, safely afloat in international waters offshore Louisiana, to be
evidenced by the execution and delivery by Buyer and Seller of a Protocol of
Delivery and Acceptance in substantially the form attached hereto as Appendix D,
and the remaining Assets shall be delivered by Seller to Buyer at the offices of
Buyer or such other location(s) as may be agreed between Buyer and Seller.
7.18 DELIVERY OF OTHER DOCUMENTS AND INSTRUMENTS. The following
additional documents shall have been executed and delivered by Seller, Manager
and Stockholder, as applicable: