Common use of Covenants of Seller Prior to the Closing Clause in Contracts

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Corp to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Corp to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Corp to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Credit Facility and the Swap; (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp.

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Tundra Corp to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Tundra Corp to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Tundra Corp to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Credit Facility and the Swap;Tundra Facility; and (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp..

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Corp to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Corp to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Corp to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another US 2157574v.6 party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Credit Facility and the Swap; (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp.

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Corp the Subsidiaries to conduct its business their businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Corp the Subsidiaries to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Corp the Subsidiaries to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it:: US 3181836v.1 (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Eskimo Credit Facility and the Swap;Facility; and (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp..

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Corp the Subsidiaries to conduct its business their businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Corp the Subsidiaries to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Corp the Subsidiaries to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Eskimo Credit Facility and the Swap;Facility; and (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp..

Covenants of Seller Prior to the Closing. From Seller hereby covenants with Buyer that from and after the Effective Date and through the date of this Agreement to the Closing DateClosing, Seller shall cause Igloo Corp to conduct its business in shall: (a) Not sell, grant, convey, lease, mortgage, encumber or dispose of the usualProperty or any part thereof or interest therein or any improvements located thereon or the appurtenances thereunto belonging, regular and ordinary course in substantially nor grant or create any easements (except those certain easements shown on the Easements Exhibit), restrictions or covenants regarding the same manner as previously conducted. The or apply for any zoning change or subdivision approval with respect thereto, the Subdivision Property being a different portion of the Seller shall Overall Property and not permit Igloo Corp subject to enter into this covenant; (b) Not allow any contracts lien, claim, demand or other written encumbrance of any nature, kind or oral agreements prior character to be asserted against the Closing DateProperty or any part thereof, other than such contracts the lien of ad valorem property taxes not yet due and agreements as have been disclosed to Buyer prior to payable; (c) Not perform or permit any act or deed that will diminish or affect Seller’s rights in the date of Property or prevent it from fully performing its obligations under this AgreementContract, without or in any manner alter or damage the prior consent of Buyer Property; (such consent not d) At its sole cost and expense: (i) keep and maintain, or cause to be unreasonably withheld). In additionkept and maintained, Seller shall the Property, as appropriate, in good order and condition and not permit Igloo Corp any waste to be committed on the Property, and not otherwise take or fail to take any action that materially and adversely changes the nature and condition of the Property; (ii) give Buyer prompt notice of the occurrence of any event or the receipt of any notice or knowledge the effect of which would result be to make any representation, warranty, or covenant of Seller contained herein untrue or misleading in any of the conditions material respect; and (iii) keep in force comprehensive general public liability insurance providing coverage for injury to person (including death) and damage to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated property affected by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed;Contract; and (e) shall not exercise Permit (or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not caused to be unreasonably withheld permitted) Buyer to conduct any testing or delayed; (f) shall observe other investigations Buyer desires to perform on the Property and perform in a timely manner, all the areas to be affected by the Seller Work as part of its covenants due diligence investigation. All testing and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it other investigations shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Credit Facility and the Swap; (h) shall permit representatives of Buyer to make, prior to the Closing Date, be at Buyer’s risk sole cost and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that . Buyer shall furnish notify Seller with evidence that Buyer has adequate liability insurance in full force and effect; when any testing will be performed and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp.

Covenants of Seller Prior to the Closing. From the date of this Agreement to the Closing Date, Seller shall cause Igloo Tundra Corp to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not permit Igloo Tundra Corp to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit Igloo Tundra Corp to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Material Agreements; (b) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transaction contemplated by this Agreement and to cooperate with Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations US 4004860v.13 from each Governmental Authority and each other Person that are required to consummate the transaction contemplated under this Agreement; (c) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (d) shall not amend, alter or otherwise modify or permit any amendment, alteration or modification of any material provision of or terminate any Material Agreement prior to the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed; (e) shall not exercise or permit any exercise of any rights or options contained in any of the Material Agreements, without the prior written consent of Buyer, not to be unreasonably withheld or delayed; (f) shall observe and perform in a timely manner, all of its covenants and obligations under the Material Agreements, if any, and in the case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the Material Agreements, as applicable, in respect of such default; (g) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to the Vessel other than in connection with the Igloo Credit Facility and the Swap;Tundra Facility; and (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect; and (i) shall novate or assign the Swap to Igloo Corp or otherwise cause the rights and benefits under the Swap to be transferred to Igloo Corp..