Common use of Contracts, Obligations and Commitments Clause in Contracts

Contracts, Obligations and Commitments. Except as set forth on Schedules 2.1(e) or 2.2 hereto, Seller has no existing contract, obligation or commitment of any nature which is material to the ownership or operation of the Assets or the Assumed Liabilities. Each contract, agreement, arrangement, plan, lease, license or similar instrument included in the Assets and set forth on Schedule 2.1(e) (collectively, the "Assumed Contracts") is a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof, provided, however, that Seller shall not terminate any material Assumed Contract after the date hereof without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed), and neither Seller nor, to the knowledge of Seller, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to the knowledge of Seller, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of the Assumed Contracts. Except as set forth on Schedule 6.7 hereto, each of the Assumed Contracts is validly assignable to the Purchaser without the consent of any other party thereto so that, after the assignment thereof to the Purchaser pursuant to this Agreement, the Purchaser will be entitled to the full economic and other benefits thereof. Seller shall give Purchaser written notice of each Assumed Contract which is terminated after the date hereof.

Contracts, Obligations and Commitments. Except as set Schedule 3.8 sets forth on Schedules 2.1(ean accurate and complete list of all material contracts, agreements, options, leases, commitments and instruments of Seal or its Seal Subsidiaries either: (a) entered into, amended or 2.2 heretootherwise modified since August 14, Seller has no existing contract1996 (or January 1, obligation or commitment of 1996 with respect to any nature which is material to the ownership or operation of the Assets or the Assumed Liabilities. Each contract, agreement, arrangement, planoption, lease, license commitment or similar instrument included with Hvide Marine Incorporated or an affiliate thereof); or (b) pursuant to which Seal or any of the Seal Subsidiaries has any continuing obligation (contingent or otherwise, including without limitation any indemnification obligation), or which is otherwise not yet fully performed by any of the parties thereto ("Seal Contract"). Seal and its Seal Subsidiaries have provided Oakridge with complete and correct copies of all such items listed in Schedule 3.8. Except for such items listed in Schedule 3.8, there are no other material contracts or other arrangement under which goods, equipment or services are provided, leased or rendered by, or are to be provided, leased or rendered to, Seal or any of its Seal Subsidiaries. Except as specifically disclosed in Schedule 3.8: (a) the Assets Seal Contracts have not been modified, pledged, assigned or amended in any material respect, are legally valid, binding and set forth on Schedule 2.1(eenforceable in accordance with their respective terms and are in full force and effect: (b) (collectively, the "Assumed Contracts") is a valid and binding obligation of Seller and, to the knowledge of Seller, Seal there are no material defaults by Seal or any of its Seal Subsidiaries or any other party to the other parties thereto, enforceable in accordance with Seal Contracts: (c) neither Seal nor any of its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles Seal Subsidiaries have received notice of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof, provided, however, that Seller shall not terminate any material Assumed Contract after the date hereof without the prior written consent of Purchaserdefault, which consent shall not be unreasonably withheld offset, counterclaim or delayed), and neither Seller nor, defense under any Seal Contract; (d) to the knowledge of Seller, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to the knowledge of Seller, Seal no condition exists which, or event has occurred which with the passage of time, time or the giving of notice, notice or both, both would result in constitute a default under or breach by Seal or any of its Seal Subsidiaries of the terms of)of any Seal Contract, except for any consents required to consummate the transactions contemplated by this Agreement; and (e) there does not now, and at Closing will not, exist any material security interest, mortgage, pledge, restriction, charge, lien, encumbrance or claim of others on any interest created under any Seal Contract. None of the Assumed Contracts. Except as set forth on Schedule 6.7 hereto, each of the Assumed Seal Contracts is validly assignable subject to termination from and after the Closing Date and prior to the Purchaser without the consent expiration of its stated term by any other party thereto so thatto such Seal Contract, after the assignment thereof to the Purchaser pursuant to except as stated in each such Seal Contract. For purposes of this AgreementSection 3.8, the Purchaser will be entitled "knowledge of Seal" shall include after inquiry of J. ▇▇▇▇ ▇▇▇▇▇ with respect to the full economic and other benefits thereof. Seller shall give Purchaser written notice of each Assumed any Seal Contract to which Hvide Marine Incorporated or any affiliate thereof is terminated after the date hereofa party.