13.4 COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
13.5 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.6 GOVERNING LAW. Except as otherwise provided herein, this Agreement
and all rights and obligations hereunder, including matters of construction,
validity and performance shall be governed by the laws of the State of Louisiana
without giving effect to the principles of conflicts of laws thereof.
13.7 RISK OF LOSS. The risk of any loss, damage, impairment,
confiscation or condemnation of the non-Vessel Assets or any part thereof shall
be upon Seller at all times before the Closing Time and, with respect to the
Vessel, shall be upon Seller at all times before the time and date certified in
the Protocol of Delivery and Acceptance executed by Buyer and Seller for the
Vessel. In the event of a loss, damage, impairment, confiscation or condemnation
of any Assets for which Seller is responsible, at the election of the Buyer, (a)
Seller shall repair, replace or restore any such property as soon as possible
after its loss, impairment, confiscation or condemnation, and with respect to
the Vessel, will do so to a Reasonable Operating Condition, (b) if insurance
proceeds are sufficient to repair, replace or restore the property, and with
respect to the Vessel, to a Reasonable Operating Condition, pay all such
insurance proceeds to Buyer, or (c) decrease the Purchase Price by an amount
acceptable by the Parties; provided, however, that in the event of damage to any
substantial portion of the Assets or of the Vessel, Buyer may elect to (i)
terminate this Agreement in its entirety with no penalty or liability or (ii)
terminate this Agreement, other than the options to purchase the
Optioned-Vessels and the Optioned-Vessel Businesses as set forth in Section
5.13, with no penalty or liability.
13.8 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns, heirs,
legatees and legal representatives; provided, however, that this Agreement or
any right or part hereunder shall not be voluntarily assigned by either party
hereto without the prior written consent of the other party hereto, except that
Buyer may assign its rights and obligations hereunder to a wholly owned, direct
or indirect, subsidiary of Buyer.
13.9 EXPENSES. The Stockholder shall pay his own and Seller's and
Manager's legal and other professional expenses incurred in connection with the
Letter, this Agreement and the transactions contemplated hereby, including,
without limitation, the expenses of legal counsel and accountants engaged by
them and other expenses incurred by the Stockholder, Manager and/or Seller in
connection herewith and not expressly allocated hereunder, and the drydocking
costs relating to the Vessel. Buyer shall be responsible for expenses of legal
counsel engaged by Buyer, the expenses of its due diligence review and other
expenses incurred by Buyer in connection herewith and not expressly allocated
hereunder. If the transactions contemplated hereunder are consummated, Buyer
shall reimburse Seller for any Buyer approved expenses incurred by Seller for
Vessel surveys and inspections conducted at the Buyer's written request, but not
for the drydocking costs relating to the Vessel.