In addition, TD Marine agrees to acquire (or cause its designee to acquire) all rights, title and interest in and to the interest set forth in (i)-(ii) below.
The Investor and TD Marine shall remit such amounts directly to the Sellers' lenders (or their agents), on behalf of the Sellers,portion of such Cash Consideration equal to the amount of the outstanding Bank Loans Balance as of the Closing Date (in each case, including interest and fees, if any), and the Investor shall remit the balance of such Cash Consideration to Grifco, Shore Thing or their designees.
TD Marine, LLC controls the DG Marine joint venture and the day-to-day operations are conducted by and managed by DG Marine employees.
TD Marine is duly organized, validly existing and in good standing under the Laws of the State of Delaware.
TD Marine is duly qualified and in good standing under the Laws of each other jurisdiction that requires qualification.