Common use of REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. (a) The Purchaser represents and warrants that he is acquiring Company Securities for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act. The Purchaser agrees that he will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of the Transaction Documents to which he is a party. The Purchaser represents and warrants that no other Person will have any interest, beneficial or otherwise, in the Company Securities acquired by the Purchaser hereby, except as permitted in the Transaction Documents to which the Purchaser is specified to be a party. (b) The Purchaser acknowledges that he has been advised that (i) Company Securities are not registered under the Securities Act, and the Company has no obligation to effectuate any such registration, (ii) Company Securities must be held indefinitely and the Purchaser must continue to bear the economic risk of his investment in Company Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has no obligation nor any intention to make such Rule available, (iv) when and if any Company Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing Company Securities, and (vii) notations will be made in the appropriate records of the Company indicating that Company Securities are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to Company Securities, (c) The Purchaser hereby covenants that if any Company Securities are disposed of by the Purchaser (i) in reliance upon Rule 144 under the Securities Act, the Purchaser shall deliver to the Company at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as the Company may reasonably require in connection with such disposition or (ii) pursuant to another exemption from registration under the Securities Act, the Purchaser shall deliver to the Company a legal opinion, reasonably satisfactory to the Company, as to the availability of and compliance with such exemption. (d) The Purchaser represents and warrants that (i) he can afford to hold Company Securities for an indefinite period and to suffer the complete loss of his investment in Company Securities, (ii) he understands and has taken cognizance of all the risk factors related to its acquisition of Company Securities, (iii) his knowledge and experience in financial and business matters is such that he is capable of evaluating the merits and risks of acquiring Company Securities, (iv) he has reviewed, or has had an opportunity to review, copies of (A) this Agreement and the other Transaction Documents, (B) the Put/Call Agreement and the HLHC Voting Trust Agreement, (C) the loan agreements, indentures, notes and related documents with the senior lenders to the Company and/or its subsidiaries, the holders of the HLHC/Horizon Notes and/or the holders of the H-Lines Finance Notes, (D) the Company’s Certificate of Incorporation (including, but not limited to, the provisions of Article V thereof, which (1) set forth the Company’s policy with respect to the ownership of Company Securities by Persons which are not Citizens of the United States, (2) impose transfer restrictions on Company Securities, (3) authorize the marking of certificates evidencing Company Securities to indicate whether the holder thereof is a Citizen of the United States, and (4) grant the Company certain rights of redemption with respect to Company Securities), (E) the Company’s Bylaws, (F) the Note Offering Circulars, and (G) the other agreements contemplated hereby and thereby and all of the exhibits and schedules attached hereto and thereto. (e) The Purchaser represents and warrants that (i) he is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, as presently in effect, and (ii) he has had the opportunity to discuss the business, management and financial affairs (current and prospective) of the Company and its Subsidiaries with the directors, officers and management of the Company and its Subsidiaries and to review the operations and facilities of the Company and its Subsidiaries. (f) The Purchaser represents and warrants that (i) he has the requisite legal capacity to execute and deliver this Agreement and the other Transaction Documents to which he is a party and to perform his obligations under this Agreement and such other Transaction Documents, (ii) the execution and delivery by the Purchaser of this Agreement and each other Transaction Document to which he is a party, and the performance by the Purchaser of his obligations under this Agreement and each such other Transaction Document, will not result in any conflict with, or result in a violation or breach of, (1) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Purchaser is a party or by which any property or asset of the Purchaser is bound, or (2) any Applicable Law to which the Purchaser is subject or by which any property or asset of the Purchaser is bound, and (iii) this Agreement and each such other Transaction Document constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (g) The Purchaser represents and warrants that he has the financial capability to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which he is a party, and that he understands that, under the terms of this Agreement and such other Transaction Documents, his obligations hereunder and thereunder are not in any way contingent or otherwise subject to (i) his consummation of any financing arrangements or his obtaining any financing or (ii) the availability of any financing to him. (h) The Purchaser represents and warrants that he is a Citizen of the United States. (i) From the Closing Date until such time after the Closing at which the Purchaser holds no shares of any class or series of Company Securities, the Purchaser covenants as follows: (i) at any time the Purchaser ceases to be a Citizen of the United States, the Purchaser shall notify the Company thereof immediately thereafter; (ii) the Purchaser shall (A) promptly make or cause to be made the filings with Marad or the United States Coast Guard, if any, requested of such Person by the Company (or such Governmental Authority) with respect to the status of such Person as a Citizen of the United States (and the Purchaser further covenants that such filings shall be true and correct), (B) comply at the earliest practicable date with any request by the Company (or Marad or the United States Coast Guard) for additional information, documents or other material with respect to such Person or his status as a Citizen of the United States, and (C) cooperate with the Company in connection with any such filing or request and in connection with resolving any investigation or other inquiry of the Company, Marad or the United States Coast Guard with respect to such filing or request; and (iii) the Purchaser shall promptly inform the Company of any communication by such Person with, and any proposed understanding, undertaking, or agreement of such Person with, Marad or the United States Coast Guard regarding any filings or requests referred to in clause (ii) above.

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER. (a) The Purchaser represents and warrants that he it is acquiring Company Securities for investment for his its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of the Securities Act. The Purchaser agrees that he it will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any Company Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any Company Securities), except in compliance with the Securities Act, the rules and regulations promulgated thereunder, applicable state securities laws and the provisions of the Transaction Documents to which he it is specified to be a party. The Purchaser represents and warrants that no other Person will have any interest, beneficial or otherwise, in the Company Securities acquired by the Purchaser hereby, except as permitted in the Transaction Documents to which the Purchaser is specified to be a party. (b) The Purchaser acknowledges that he it has been advised that (i) Company Securities are not registered under the Securities Act, and the Company has no obligation to effectuate any such registration, (ii) Company Securities must be held indefinitely and the Purchaser must continue to bear the economic risk of his the investment in Company Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has no obligation nor any intention to make such Rule available, (iv) when and if any Company Securities may be disposed of without registration in reliance on Rule 144, the amounts that may be disposed of may be limited in accordance with the terms and conditions of such Rule, (v) if the Rule 144 exemption is not available, sale without registration will require compliance with Regulation D or some other exemption under the Securities Act, (vi) restrictive legends will be placed on the certificates representing Company Securities, and (vii) notations will be made in the appropriate records of the Company indicating that Company Securities are subject to restrictions on transfer and, if the Company should at some time in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to Company Securities, (c) The Purchaser hereby covenants that if any Company Securities are disposed of by the Purchaser (i) in reliance upon Rule 144 under the Securities Act, the Purchaser shall deliver to the Company at or prior to the time of such disposition an executed copy of Form 144 (if required by Rule 144) and such other documentation as the Company may reasonably require in connection with such disposition or (ii) pursuant to another exemption from registration under the Securities Act, the Purchaser shall deliver to the Company a legal opinion, reasonably satisfactory to the Company, as to the availability of and compliance with such exemption. (d) The Purchaser represents and warrants that (i) he it can afford to hold Company Securities for an indefinite period and to suffer the complete loss of his its investment in Company Securities, (ii) he it understands and has taken cognizance of all the risk factors related to its acquisition of Company Securities, (iii) his its knowledge and experience in financial and business matters is such that he it is capable of evaluating the merits and risks of acquiring Company Securities, (iv) he it has reviewed, or has had an opportunity to review, copies of (A) this Agreement and the other Transaction Documents, (B) the Put/Call Agreement and the HLHC Voting Trust AgreementAcquisition-Related Documents, (C) the loan agreements, indentures, notes and related documents with the senior lenders to the Company and/or its subsidiaries, the holders of the HLHC/Horizon Notes and/or the holders of the H-Lines Finance Notes, (D) the Company’s Certificate of Incorporation (including, but not limited to, the provisions of Article V thereof, which (1) set forth the Company’s policy with respect to the ownership of Company Securities by Persons which are not Citizens of the United States, (2) impose transfer restrictions on Company Securities, (3) authorize the marking of certificates evidencing Company Securities to indicate whether the holder thereof is a Citizen of the United States, and (4) grant the Company certain rights of redemption with respect to Company Securities), (ED) the Company’s Bylaws, (FE) the Note Offering CircularsCircular, and (GF) the other agreements contemplated hereby and thereby and all of the exhibits and schedules attached hereto and thereto. (e) The Purchaser represents and warrants that (i) he it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, as presently in effect, and (ii) he it has had the opportunity to discuss the business, management and financial affairs (current and prospective) of the Company and its Subsidiaries with the directors, officers and management of the Company and its Subsidiaries and to review the operations and facilities of the Company and its Subsidiaries. (f) The Purchaser represents and warrants that (i) he it has the requisite legal capacity power and authority to execute and deliver this Agreement and the other Transaction Documents to which he it is a party and to perform his its obligations under this Agreement and such other Transaction Documents, (ii) the execution and delivery by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the performance by the Purchaser of its obligations thereunder have been duly authorized by all necessary action on its part, (iii) no other proceedings on its part are necessary to authorize its execution and delivery of this Agreement or such other Transaction Documents or its performance of its obligations under this Agreement or such other Transaction Documents, (iv) this Agreement and each other Transaction Document to which he the Purchaser is a party has been duly executed and delivered by the Purchaser, (v) the execution and delivery by the Purchaser of this Agreement and each other Transaction Document to which it is a party, and the performance by the Purchaser of his its obligations under this Agreement and each such other Transaction Document, will not result in any conflict with, or result in a violation or breach of, (1) the Fundamental Documents of the Purchaser, (2) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Purchaser is a party or by which any property or asset of the Purchaser is bound, or (23) any Applicable Law to which the Purchaser is subject or by which any property or asset of the Purchaser is bound, and (iiivi) this Agreement and each such other Transaction Document constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. (g) The Purchaser represents and warrants that he it has the financial capability to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which he it is specified to be a party, and that he it understands that, under the terms of this Agreement and such other Transaction Documents, his its obligations hereunder and thereunder are not in any way contingent or otherwise subject to (i) his its consummation of any financing arrangements or his its obtaining any financing or (ii) the availability of any financing to himit. (h) The Purchaser represents and warrants that he (i) it is a Citizen of the United StatesStates and (ii) the signed or, if in final form for official filing with Marad, unsigned Affidavits that have been delivered by the Purchaser or any Related Person of the Purchaser to the Company on or prior to the Closing Date are true and correct. (i) From the Closing Date date hereof until such time after the Closing at which the Purchaser it holds no shares of any class or series of Company Securities, the Purchaser covenants as follows: (i) at any time the Purchaser ceases to be a Citizen of the United States, the Purchaser shall notify the Company thereof immediately thereafter; (ii) the Purchaser shall (and shall cause each Related Person of the Purchaser to) (A) execute and deliver to the Company such Affidavits (for possible filing by the Company, in its sole discretion, with Marad or the United States Coast Guard) as may be reasonably requested by the Company from time to time (and the Purchaser further covenants that such Affidavits shall be true and correct), (B) promptly make or cause to be made the filings with Marad or the United States Coast Guard, if any, requested of such Person by the Company (or such Governmental Authority) with respect to the status of such Person as a Citizen of the United States (and the Purchaser further covenants that such filings shall be true and correct), (BC) comply at the earliest practicable date with any request by the Company (or Marad or the United States Coast Guard) for additional information, documents or other material with respect to such Person or his its status as a Citizen of the United States, and (CD) cooperate with the Company in connection with any such filing or request and in connection with resolving any investigation or other inquiry of the Company, Marad or the United States Coast Guard with respect to such filing or request; and (iii) the Purchaser shall (and shall cause each Related Person of the Purchaser to) promptly inform the Company of any communication by such Person with, and any proposed understanding, undertaking, or agreement of such Person with, Marad or the United States Coast Guard regarding any filings or requests referred to in clause (ii) above.