Common use of Conditions of the Purchaser Clause in Contracts

Conditions of the Purchaser. The obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vendor’s Purchased Assets is subject to the fulfillment of the following conditions: (a) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering shall have been completed; (b) the ability of the Purchaser to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007; (c) the representations and warranties of that Vendor and CMA CGM contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets; (d) all of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observed; (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 with respect to the relevant Initial Vessel or relevant Contracted Vessel, as the case may be; (f) there having been delivered to the Purchaser a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms of this Agreement have been duly observed and performed; (g) prior to the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto shall have been validly given or obtained; (h) prior to the applicable Closing Date of any Vessel, the board of directors of the applicable Vendor will have approved this Agreement and the transactions contemplated hereby; (i) prior to the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time Charter; (j) prior to the applicable Closing Date of any Vessel, all the proceedings contemplated to be taken by this Agreement in connection with the transactions herein and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; (k) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (l) the relevant Vessel shall be transferred to the Purchaser free and clear of any Encumbrances; (m) prior to the applicable Closing Date of (i) the CMA CGM Château d’If and CMA CGM Alcazar, the Purchaser is satisfied that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereof; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event the Purchaser will be released from all obligations under this Agreement in respect of that Vessel, including the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, complete the purchase of any Vendor’s Purchased Assets is subject to the fulfillment fulfilment of the following conditions: (a) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering shall have been completed; (b) the ability of the Purchaser to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007; (c) the representations and warranties of that Vendor and CMA CGM SCLL contained in this Agreement being true and correct on and as of the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets; (db) all of the covenants and obligations of that Vendor and CMA CGM SCLL to be performed or observed on or before applicable Date the Time of Closing of the relevant that Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observed; (ec) in respect of each of the Initial Assets Closings Closing and Contracted Assets each Subsequent Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 2.6(a) with respect to the relevant Initial Vessel Delivered Vessels or relevant Contracted each Outstanding Vessel, as the case may be; (fd) there having been delivered to the Purchaser a certificate of that Vendor dated the same date as the applicable Date of ClosingClosing Date, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date Time of Closing of the relevant that Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the Initial Closing or applicable Date of Subsequent Closing, as the case may be, pursuant to the terms of this Agreement have been duly observed and performed; (ge) prior to the Closing Date board of directors of the Contracted Vessel that is subject to Purchaser will have approved this Agreement and the Ship Building Contract, transactions contemplated by this Agreement; (f) the notifications, consents and approvals referred to in item 2 of Schedule 4.1(d) hereto shall have been validly given or obtained; (hg) prior all consents required in respect of the assignment of that Vendor’s Time Charter to the applicable Closing Date of any Vessel, the board of directors of the applicable Vendor will Purchaser shall have approved this Agreement and the transactions contemplated herebybeen obtained from third parties; (ih) prior to the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, Purchaser shall have entered into the documents relevant to that VesselManagement Agreement, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall not have been terminated and all of which shall remain effective as of the applicable Date Time of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time CharterClosing; (ji) prior to the applicable Closing Date of any Vessel, all the proceedings contemplated to be taken by this Agreement in connection with the transactions herein contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; (kj) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant that Vendor’s Purchased Assets; (lk) all advances made under the relevant Existing Credit Facilities have been repaid or will be repaid from the Initial Purchase Price or Subsequent Purchase Price, or from other funds of the Vendor, as the case may be, such that, the Vendor’s Delivered Vessel or Outstanding Vessel, as the case may be, shall be transferred to the Purchaser free and clear of any Encumbrances;all Encumbrances other than Permitted Encumbrances and the Permitted Encumbrances and relevant Existing Credit Facility Security will be discharged reasonably promptly following the relevant Time of Closing; and (ml) prior in the case of the Initial Vessels, the Purchaser has completed an inspection of the Initial Vessels to the applicable Closing Date Purchaser’s reasonable satisfaction; and in the case of (i) the CMA CGM Château d’If and CMA CGM AlcazarSubsequent Vessels, the Purchaser is satisfied that CMA CGM the relevant Subsequent Vendor has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Outstanding Vessel prior to its the Delivery Date in accordance with the relevant Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereof; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related theretoContract. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are is not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date Time of Closing, and save Closing of that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the PartiesVendor’s Purchased Assets, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event the Purchaser will be released from all obligations under this Agreement in respect of that VesselVendor, including the payment of that Vessel’s purchase price portion of the Purchase Price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business DaysAgreement. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation obligations of the Purchaser to complete, or, as applicable, to cause consummate the relevant Designated Subsidiary to complete, transactions contemplated by this Agreement and the purchase of any Vendor’s Purchased Assets is other Transaction Documents shall be subject to the fulfillment satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Purchaser: (a) prior the Closing shall occur on the date that is no later than 45 days from the date of the completion of the Audit (or such other later date as mutually agreed to by the applicable Closing Date of any Contracted Vessel, the Initial Public Offering shall have been completedParties in writing); (b) any necessary amendments to the ability final Disclosure Schedules shall have been completed and delivered by NCSI and the Shareholders to Purchaser, which shall be correct in all material respects on and as of the Purchaser Closing Date and satisfactory to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGMPurchaser, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007in its sole discretion; (c) the representations and warranties of that Vendor NCSI and CMA CGM contained the Shareholders in this Agreement being shall be true and correct in all material respects on and as of the applicable Closing Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations if made on the Closing Date, and warranties had been made as of CSI, CCSI, NCSI and the applicable Date of Shareholders shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Agreement or any other Transaction Documents on or prior to the Closing of the relevant Vendor’s Purchased AssetsDate; (d) all Schedule 2.1(c) shall have been completed and finalized to the satisfaction of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observedPurchaser, in its sole discretion; (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 there shall not have occurred any Material Adverse Change with respect to the relevant Initial Vessel or relevant Contracted VesselCSI and CCSI, as the case may beon a combined basis; (f) there having been NCSI shall have delivered to the Purchaser (i) the original stock certificate or certificates for the Shares being transferred hereunder, duly endorsed for transfer or (ii) a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that VendorLost Stock Certificate Affidavit, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms loss or destruction of this Agreement have been duly observed and performedsuch certificate(s), or certifying that a stock certificate representing such Shares was never issued to NCSI, in each case in a form reasonably satisfactory to the Purchaser’s counsel; (g) prior to each of NCSI and the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto Shareholders shall have been validly given or obtainedentered into Covenants Not to Compete/Non-Solicitation with the Purchaser and CSI in form attached hereto as Schedule 7.1(g); (h) prior to the applicable Closing Date each current member of any Vessel, the board of directors of CSI and CCSI shall have tendered his or her written resignation to CSI and CCSI, to be effective upon the applicable Vendor will have approved this Agreement and the transactions contemplated herebyClosing; (i) prior each officer of CSI and CCSI requested to do so by the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, Purchaser shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time Charterresigned; (j) prior to NCSI and the applicable Closing Date Shareholders shall have obtained all of any Vessel, all the proceedings contemplated to be taken by this Agreement Consents required in connection with the consummation of the transactions herein and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, contemplated by this Agreement and the Purchaser shall have received copies of all such documents and other evidence Transaction Documents as it or its counsel may reasonably request set forth in order to establish the consummation of such transactions and the taking of all proceedings in connection therewithSchedule 4.12; (k) prior the Purchaser shall have obtained, on terms and conditions satisfactory to the applicable Closing Date of any VesselPurchaser in the Purchaser’s sole and absolute discretion, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale all of the relevant Vendor’s Purchased Assetsfinancing it needs in order to consummate the transactions contemplated by this Agreement and to fund the working capital requirements of the CSI and CCSI after the Closing; (l) RBSM, LLP shall have completed its Audit of CSI’s and CCSI’s 2012 and 2011 Annual Financial Statements and shall have reviewed CSI’s and CCSI’s financial statements for the relevant Vessel stub-period for the current fiscal year, the results of which shall be transferred satisfactory to the Purchaser free and clear of any EncumbrancesPurchaser, in its sole discretion; (m) prior the Purchaser shall have completed its due diligence of CSI’s and CCSI’s financial and legal documents, materials, books and records, which shall be satisfactory to Purchaser in its sole discretion; (n) If required by Purchaser, and at its expense, NCSI and the applicable Closing Date Shareholders shall have delivered to Purchaser an opinion of counsel to NCSI and the Shareholders in form and substance and attached, hereto as Schedule 7.1(n); (io) NCSI shall have delivered to Purchaser signed UCC termination statements by Sxxxx Xxxxx, Mxxxxxxx Xxxxxxxx, and all other holders of Liens on the CMA CGM Château d’If and CMA CGM AlcazarShares, the CCSI Shares and/or the assets of CSI and/or CCSI; (p) NCSI shall have satisfied its payment obligations, or made arrangements satisfactory to Purchaser is satisfied for the payment of amounts due under that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance certain Settlement Agreement dated September 21, 2012 between NCSI and the other parties, simultaneously with the Memoranda Closing; (q) Seller shall have delivered a schedule which sets forth all third party consents, authorizations, orders and approvals required to consummate this transaction; (r) Seller shall have delivered copies of Agreement, all material contracts to which CSI is a party which requires third party consent (iithe “Consent”) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereofthis transaction; (s) Sellers shall have obtained all Consents; and (nt) prior NCSI and the Shareholders shall have delivered to the Closing Date Purchaser such other documents, certificates and instruments as may be reasonably requested by the Purchaser in connection with the consummation of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived transactions contemplated by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event and the Purchaser will be released from all obligations under this Agreement in respect of that Vessel, including the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in partTransaction Documents. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, complete the purchase of any Vendor’s Purchased the Assets contemplated by this Agreement is subject to the fulfillment fulfilment of the following conditions: (a) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering shall have been completed; (b) the ability of the Purchaser to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007; (c) the representations and warranties of that the Vendor and CMA CGM contained in this Agreement being will be true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets in all material respects with the same effect as though such representations and warranties had been made as of the applicable Date of Closing Closing; (b) each of the relevant covenants and agreements of the Vendor to be performed prior to or at the Closing shall have been duly performed including delivery by or on behalf of the Vendor of the closing documents in section 8.2; (c) the Exchange will have accepted for filing the sale of the Assets and the Business by the Vendor’s Purchased Assets; (d) all there will be no Order of a court or Governmental Authority that is in effect which restrains or prohibits the sale of Assets contemplated by this Agreement and no action or proceeding shall have been instituted and remain pending before any such court or Governmental Authority to restrain or prohibit the sale of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observedcontemplated hereby; (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of Purchaser will be satisfied the relevant Vendors has delivered Employees that are key to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of Business will have agreed to resign from their employment with the documents and agreements described in Section 2.6 with respect Vendor (except to the relevant Initial Vessel extent they are working with subsidiaries to be acquired by the Purchaser), and be retained as consultants, or relevant Contracted Vesselemployees, as by the case may bePurchaser or its nominee effective on the Closing; (f) there having been on or before October 27, 2006, the Vendor will have delivered to the Purchaser a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing copy of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant submission letter to the terms Exchange seeking the acceptance of this Agreement have been duly observed and performedthe Exchange to the transactions contemplated herein; (g) prior all steps will have been taken to effect the transfer of all intangibles including rights under the Material Contracts and Intellectual Property, on terms reasonably satisfactory to the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto shall have been validly given or obtainedPurchaser; (h) prior to that the applicable Closing Date of any Vessel, the board of directors of the applicable Vendor will have approved this Agreement provided reasonable assistance to, and covered all costs in relation to, the transactions contemplated herebyPurchaser, to move its support operation, fraud department and related services from Action Cyprus to Action Poker Costa Rica; (i) prior to the applicable Closing Date of any VesselVendor will have supplied evidence, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time Charter; (j) prior to the applicable Closing Date of any Vessel, all the proceedings contemplated to be taken by this Agreement in connection with the transactions herein and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser acting reasonably, that all operating expenses of Action UK, Action Poker Costa Rica and its counsel, Action Antigua have been paid and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; (k) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (l) the relevant Vessel shall be transferred to the Purchaser free and clear of any Encumbrances; (m) prior to the applicable Closing Date of (i) the CMA CGM Château d’If and CMA CGM Alcazar, the Purchaser is satisfied that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereofsettled up until Closing; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that VendorAgreement, in which event event, the Purchaser and the Vendor will be released from all obligations under this Agreement in Agreement, other than the terms with respect of that Vessel, including to confidentiality and the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect return of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations Break Up Fee as provided in or under this Agreement which were not capable of remedy within ten (10) Business Dayssection 11. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation obligations of the Purchaser to complete, or, as applicable, to cause consummate the relevant Designated Subsidiary to complete, transactions contemplated by this Agreement and the purchase of any Vendor’s Purchased Assets is other Transaction Documents shall be subject to the fulfillment satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Purchaser: (a) prior to the applicable Closing Date of any Contracted Vessel, the Initial Public Offering due diligence exercise contemplated by Section 2.4 shall have been completedcompleted to the reasonable satisfaction of the Purchaser in its sole discretion; (b) the ability Deed of Warranties shall have been completed and delivered by the Covenantors to Purchaser to borrow any necessary funds under in the Credit Facility or under that certain Shareholder Loan Agreement agreed form with such amendments as may be agreed by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5thCovenantors, 2007provided always that the terms of the warranties shall be subject to the Covenantors delivering to the Purchaser the Disclosure Letter; (c) the representations and warranties of that Vendor and CMA CGM contained the Covenantors in this Agreement being shall be true and correct in all material respects on and as of the applicable Closing Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations if made on the Closing Date, and warranties had been made as of the applicable Date of Covenantors shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Agreement or any other Transaction Documents on or prior to the Closing of the relevant Vendor’s Purchased AssetsDate; (d) all each of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observedMinority Shareholders entering into a Minority Shareholders Deed; (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has Shareholders shall have delivered to the Purchaser or(i) the original certificate or certificates for the Shares being transferred hereunder, as applicable, its Designated Subsidiary a and share transfer forms in respect of all the Shares duly executed copy of by the documents and agreements described Shareholders, together with or (ii) an indemnity for lost share certificate in Section 2.6 with respect an agreed form, certifying as to the relevant Initial Vessel loss or relevant Contracted Vesseldestruction of such certificate(s), as or certifying that a stock certificate representing such Shares was never issued to the Shareholders, in each case may bein a form reasonably satisfactory to the Purchaser’s counsel; (f) there having been each of the Covenantors shall have delivered to the Purchaser a certificate of that Vendor dated their Employment Agreement and the same date as the applicable Date of Closing, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms of this Agreement have been Restrictive Covenant Deed duly observed and performedexecuted; (g) prior to the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto shall have been validly given or obtained; (h) prior to the applicable Closing Date of any Vessel, the board of directors of the applicable Vendor will have approved this Agreement and the transactions contemplated hereby; (i) prior to the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time Charter; (j) prior to the applicable Closing Date of any Vessel, all the proceedings contemplated to be taken by this Agreement in connection with the transactions herein and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies the opinion of all such documents and other evidence the Shareholder’s counsel, dated as it or its counsel may of the Closing, in a form reasonably request acceptable to the Purchaser, for a transaction of this type, in order a form to establish be mutually agreed to by the consummation of such transactions and the taking of all proceedings in connection therewith; (k) Parties prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (l) the relevant Vessel shall be transferred to the Purchaser free and clear of any Encumbrances; (m) prior to the applicable Closing Date of (i) the CMA CGM Château d’If and CMA CGM Alcazar, the Purchaser is satisfied that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereof; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event the Purchaser will be released from all obligations under this Agreement in respect of that Vessel, including the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vendor’s Purchased Assets is subject to the fulfillment of the following conditions: (a) prior to the applicable Closing Date completion of any Contracted Vessel, the Initial Public Offering shall have been completedOffering; (b) the ability of the Purchaser to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser and the Designated Subsidiaries dated on or about December 5th, 2007Facility; (c) the representations and warranties of that Vendor and CMA CGM contained in this Agreement being true and correct on and as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations and warranties had been made as of the applicable Date of Closing of the relevant Vendor’s Purchased Assets; (d) all of the covenants and obligations of that Vendor and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been duly performed or observed; (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 with respect to the relevant Initial Vessel or relevant Contracted Vessel, as the case may be; (f) there having been delivered to the Purchaser a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that Vendor, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms of this Agreement have been duly observed and performed; (g) prior to the Closing Date of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto shall have been validly given or obtained; (h) prior to the applicable Closing Date of any Vessel, the board of directors of the applicable Vendor will have approved this Agreement and the transactions contemplated hereby; (i) prior to the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time CharterClosing; (j) prior to the applicable Closing Date of any Vessel, all the proceedings contemplated to be taken by this Agreement in connection with the transactions herein and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Purchaser and its counsel, and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; (k) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (l) the relevant Vessel shall be transferred to the Purchaser free and clear of any Encumbrances; (m) prior to the applicable Closing Date of (i) the CMA CGM Château d’If and CMA CGM Alcazar, the Purchaser is satisfied that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereof; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event the Purchaser will be released from all obligations under this Agreement in respect of that Vessel, including the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition to the foregoing conditions precedent set forth in subsections (a) through (n) of this Section 6.1, the obligation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the Vessel.

Conditions of the Purchaser. The obligation obligations of the Purchaser to complete, or, as applicable, to cause consummate the relevant Designated Subsidiary to complete, the purchase of any Vendor’s Purchased Assets is transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction, at or prior to the Closing, of the following conditions, any of which may be waived in whole or in part by Purchaser: (a) the Closing shall occur on or prior to the applicable Closing Date date that is 30 days from the date of any Contracted Vesselthis Agreement, or such other date as mutually agreed to by the Initial Public Offering shall have been completedparties in writing; (b) the ability Disclosure Schedules shall have been completed to the satisfaction of the Purchaser Purchaser, and TRG, Mxxx X. Xxxxxx and Mxxxxxx X. Xxxxxxxxxx shall have delivered to borrow any necessary funds under the Credit Facility or under that certain Shareholder Loan Agreement by and among CMA CGM, the Purchaser the certificate contemplated under Article IV hereof, in which TRG, Mxxx X. Xxxxxx and Mxxxxxx X. Xxxxxxxxxx shall certify that the Designated Subsidiaries dated representations and warranties contained in such Article IV, as qualified by such Disclosure Schedules, are true and correct in all material respects on or about December 5th, 2007and as of the Closing Date; (c) the representations and warranties of that Vendor and CMA CGM contained the Shareholders in this Agreement being shall be true and correct in all material respects on and as of the applicable Closing Date of Closing of the relevant Vendor’s Purchased Assets with the same effect as though such representations if made on the Closing Date, and warranties had been made as of TRG and the applicable Date of Shareholders shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Agreement on or prior to the Closing of the relevant Vendor’s Purchased AssetsDate; (d) all Schedule 2.1(c) shall have been completed to the satisfaction of the covenants Purchaser and obligations of that Vendor the Shareholders, and CMA CGM to be performed or observed on or before applicable Date of Closing of the relevant Vendor’s Purchased Assets pursuant to this Agreement having been Shareholders shall have duly performed or observedexecuted and delivered Schedule 2.1(c); (e) in respect of each of the Initial Assets Closings and Contracted Assets Closing, each of the relevant Vendors has delivered to the Purchaser or, as applicable, its Designated Subsidiary a duly executed copy of the documents and agreements described in Section 2.6 there shall not have occurred any Material Adverse Change with respect to the relevant Initial Vessel or relevant Contracted Vessel, as the case may beTRG; (f) there having been each of the Shareholders shall have delivered to the Purchaser (i) the original stock certificate or certificates for the Shares being transferred hereunder, duly endorsed for transfer or (ii) a certificate of that Vendor dated the same date as the applicable Date of Closing, executed by an authorized officer or director of that VendorLost Stock Certificate Affidavit, certifying that the representations and warranties made by that Vendor in this Agreement are true and correct as at the applicable Date of Closing of the relevant Vendor’s Purchased Assets and that all covenants and obligations to be observed or performed by that Vendor on or before the applicable Date of Closing, as the case may be, pursuant to the terms loss or destruction of this Agreement have been duly observed and performedsuch certificate(s), or certifying that a stock certificate representing such Shares was never issued to such Shareholder, in each case in a form reasonably satisfactory to the Purchaser’s counsel; (g) prior to the Closing Date each of the Contracted Vessel that is subject to the Ship Building Contract, the notifications, consents and approvals referred to in Schedule 4.1(d) hereto Shareholders shall have been validly given or obtainedentered into Covenants Not to Compete/Non-Solicitation with the Purchaser and TRG in form and substance reasonably satisfactory to all Parties; (h) prior to the applicable Closing Date each current member of any Vessel, the TRG’s board of directors of shall have tendered his or her written resignation to TRG, to be effective upon the applicable Vendor will have approved this Agreement and the transactions contemplated herebyClosing; (i) prior each officer of TRG requested to do so by the applicable Closing Date of any Vessel, CMA CGM (or one of its Subsidiaries), the Ship Manager and the Vendors, as applicable, Purchaser shall have entered into the documents relevant to that Vessel, including the applicable Vessel MOA (or Initial Asset Newbuilding MOA, in the case of the CMA CGM Château d’lf), the applicable Management Agreement and the applicable Time Charter, none which shall have been terminated and all of which shall remain effective as of the applicable Date of Closing and the applicable charterer shall have accepted the relevant Vessel pursuant to the terms of the applicable Time Charterresigned; (j) prior to the applicable Closing Date Parties shall have obtained all of any Vessel, all the proceedings contemplated to be taken by this Agreement Consents required in connection with the consummation of the transactions herein contemplated by this Agreement; (k) the Purchaser shall have obtained on terms and conditions satisfactory to the Purchaser in the Purchaser’s sole and absolute discretion, all documents incidental thereto of the financing it needs in order to consummate the transactions contemplated by this Agreement and to fund the working capital requirements of the TRG after the Closing; (l) the Purchaser’s independent outside accountants shall be have completed their audit of TRG’s 2012 and 2011 Annual Financial Statements and shall have reviewed TRG’s financials for the stub-period for the current fiscal year; (m) the Purchaser shall have completed its due diligence of TRG’s financial and legal documents, materials, books and records to its reasonable satisfaction; (n) If required by the Purchaser (and at its expense), the Shareholders shall have delivered to Purchaser an opinion of counsel to the Shareholders reasonably satisfactory in form and substance to the Purchaser and its counselPurchaser, and the Purchaser shall have received copies of all such documents and other evidence as it or its counsel may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith; (k) prior to the applicable Closing Date of any Vessel, no legal or regulatory action or proceeding shall be pending or threatened by any Governmental Authority to enjoin, restrict or prohibit the purchase and sale of the relevant Vendor’s Purchased Assets; (l) the relevant Vessel shall be transferred to the Purchaser free and clear of any Encumbrances; (m) prior to the applicable Closing Date of (i) the CMA CGM Château d’If and CMA CGM Alcazar, the Purchaser is satisfied that CMA CGM has inspected such Vessels prior to their respective Delivery Dates in accordance with the Memoranda of Agreement, (ii) the Vessel acquired under the Ship Building Contract, the Purchaser is satisfied that CMA CGM has inspected that Vessel prior to its Delivery Date in accordance with the Ship Building Contract and (iii) any Contracted Vessels which are subject to the Purchase Option Charters, CMA CGM has exercised its Purchase Options pursuant to the terms thereof; and (n) prior to the Closing Date of the CMA CGM Berlioz, the relevant Vendor shall have changed her flag from France to a mutually agreed upon European flag and borne all costs directly related thereto. In the event that any of the foregoing conditions set forth in subsections (a) through (n) of this Section 6.1 are not performed or fulfilled for a Vessel (the “Missing Condition”) at or before the applicable Date of Closing, and save that the Missing Condition can not be cured within ten (10) Business Days or waived by consent of all the Parties, the Purchaser may terminate this Agreement for such Vessel with respect to that Vendor, in which event the Purchaser will be released from all obligations under this Agreement in respect of that Vessel, including the payment of that Vessel’s purchase price to such Vendor, and that Vendor will also be so released in respect of the Purchaser unless such Vendor was reasonably capable of causing such condition or conditions to be fulfilled within ten (10) Business Days or unless that Vendor breached any of its covenants or obligations in or under this Agreement which were not capable of remedy within ten (10) Business Days. The foregoing conditions are for the benefit of the Purchaser only and accordingly the Purchaser will be entitled to waive compliance with any such conditions if it sees fit to do so, without prejudice to its rights and remedies at law and in equity and also without prejudice to any of its rights of termination in the event of non-performance of any other conditions in this Agreement in whole or in part. (o) In addition the Shareholders shall have delivered to the foregoing conditions precedent set forth Purchaser such other documents, certificates and instruments as may be reasonably requested by the Purchaser in subsections (a) through (n) of this Section 6.1, connection with the obligation consummation of the Purchaser to complete, or, as applicable, to cause the relevant Designated Subsidiary to complete, the purchase of any Vessel with any Existing Conditions or Recommendations, the purchase price of which would be funded entirely or in any part transactions contemplated by borrowings made under the Credit Facility, shall be subject to the fulfillment of the following additional conditions prior to the applicable Closing Date: (i) the Lenders shall have acknowledged in writing the existence of any such Existing Conditions or Recommendations and (ii) consented in writing to the purchase of such Vessel with borrowings made under the Credit Facility. In the event that the Lenders do not provide the foregoing acknowledgement and consent set forth in subsection (o) of this Section 6.1, then the applicable Vendor shall fully repair and cure the Existing Conditions or Recommendations at its sole expense as soon as practicable. Once such Vessel is certified by a member of the International Association of Classification Societies to be in class and without condition or recommendation, and free of average damage affecting such Vessel’s class, as evidenced by the requisite classification certificates and national certificates, the relevant Vendor and Purchaser shall be obligated to complete the purchase of the Vessel in accordance with the terms herein; provided that the Purchaser has available, or is able to obtain under the Credit Facility, sufficient funds to pay the relevant purchase price for the VesselAgreement.