Common use of Absence of Breaches or Defaults Clause in Contracts

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent nor any of its Subsidiaries is and, to the knowledge of Parent, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of any Parent Contract identified on Section 3.19 of the Parent Disclosure Schedule except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Contracts identified on Section 3.19 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. To the knowledge of Parent, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent or any of its Subsidiaries, except as set forth in Section 3.20 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 4.19 of the Parent Company Disclosure Schedule, (i) neither Parent the Company nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent the Company nor any of its Subsidiaries is and, to the knowledge of Parentthe Company, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of any Parent Company Contract identified on Section 3.19 4.18 of the Parent Company Disclosure Schedule except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Company Contracts referred to in Section 3.19(e4.18(d) shall be scheduled without regard to any Parent Company Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Company Contracts identified on Section 3.19 4.18 of the Parent Company Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. To the knowledge of Parentthe Company, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent the Company or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent the Company or any of its Subsidiaries, except as set forth in Section 3.20 4.19 of the Parent Company Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Neither Parent nor any of its Subsidiaries is and, to the knowledge of Parent, no other party is in default under, or in breach or violation of, any Contract identified on Section 3.14 of (and the Parent Disclosure Schedule and, to the knowledge of Parent, no event has occurred which, with the giving of notice or the lapse passage of time or both, both would constitute a default under, or a breach or violation of), under any term, condition or provision of any Parent Contract identified on Section 3.19 3.14 of the Parent Disclosure Schedule Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Material Adverse Effect. Other than contracts Contracts which have terminated or expired in accordance with their terms, each of the Parent Contracts identified on Section 3.19 3.14 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Parent, no No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent or any of its Subsidiaries, except as set forth in Section 3.20 3.15 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Neither Parent nor any of its Subsidiaries is and, to the knowledge of Parent, no other party is in default under, or in breach or violation of, any Contract identified on Section 3.14 of (and the Parent Disclosure Schedule and, to the knowledge of Parent, no event has occurred which, with the giving of notice or the lapse passage of time or both, both would constitute a default under, or a breach or violation of), under any term, condition or provision of any Parent Contract identified on Section 3.19 3.14 of the Parent Disclosure Schedule Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Material Adverse Effect. Other than contracts Contracts which have terminated or as expired in accordance with their terms, terms each of the Parent Contracts identified on Section 3.19 3.14 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on as a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby in each case, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Parent, no No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent or any of its Subsidiaries, except as set forth in Section 3.20 3.15 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 2.16 of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent Company nor any of its Subsidiaries is and, to the knowledge of Parentthe Company, no other party is in default under, or in breach or violation of, any Contract identified on Section 2.15 of (and the Disclosure Schedule and, to the knowledge of the Company, no event has occurred which, with the giving of notice or the lapse passage of time or both, both would constitute a default under, or a breach or violation of), under any term, condition or provision of any Parent Contract identified on Section 3.19 2.15 of the Parent Disclosure Schedule Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Contracts identified on Section 3.19 2.15 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Parent, no No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent the Company or any of its Subsidiaries (except for the execution of this Agreement and the Shareholder Agreements) to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent the Company or any of its Subsidiaries, except as set forth in Section 3.20 2.16 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of Neither the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent Company nor any of its Subsidiaries is and, to the knowledge of Parentthe Company, no other party is in default under, or in breach or violation of, any Contract identified on Section 2.15 of (and the Disclosure Schedule and, to the knowledge of the Company, no event has occurred which, with the giving of notice or the lapse passage of time or both, both would constitute a default under, or a breach or violation of), under any term, condition or provision of any Parent Contract identified on Section 3.19 2.15 of the Parent Disclosure Schedule Schedule, except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Material Adverse Effect. Other than contracts Contracts which have terminated or expired in accordance with their terms, each of the Parent Contracts identified on Section 3.19 2.15 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, and assuming all consents required by the terms thereof or applicable law have been obtained, such Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby, in each case except where the failure to be valid, binding, enforceable and in full force and effort would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of Parent, no No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent the Company or any of its Subsidiaries (except for the execution or consummation of this Agreement and the Stockholders Agreements) to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent the Company or any of its Subsidiaries, except as set forth in Section 3.20 2.16 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of the Parent Disclosure Schedule, (i) neither Parent Union Drilling nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent Union Drilling nor any of its Subsidiaries is and, to the knowledge of ParentUnion Drilling, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of any Parent Union Drilling Contract identified on Section 3.19 3.16 of the Parent Disclosure Schedule except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Union Drilling Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Union Drilling Contracts identified on Section 3.19 3.16 of the Parent Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. To the knowledge of ParentUnion Drilling, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent Union Drilling or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent Union Drilling or any of its Subsidiaries, except as set forth in Section 3.20 of the Parent Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of Neither the Parent Disclosure Schedule, (i) neither Parent Company nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), ) any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent documents. Neither the Company nor any of its Subsidiaries is and, to the knowledge of Parentthe Company, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of any Parent Company Contract identified on Section 3.19 4.15 of the Parent Seller Disclosure Schedule except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect; provided that any defaults, breaches, violations or or, events with respect to those Parent Company Contracts referred to in Section 3.19(e4.15(d) shall be scheduled without regard to any Parent Company Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Company Contracts identified on Section 3.19 4.15 of the Parent Seller Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (principles, whether considered on a proceeding in equity or at law) , and an implied covenant of good faith and fair dealing) and is in full force and effect. To the knowledge of Parentthe Company, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent the Company or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent the Company or any of its Subsidiaries, except as set forth in Section 3.20 4.16 of the Parent Seller Disclosure Schedule.

Absence of Breaches or Defaults. Except as set forth in Section 3.20 of the Parent Disclosure Schedule, (i) neither Parent Buyer nor any of its Subsidiaries is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of its respective charter, bylaws or other governing documents and (ii) neither Parent Buyer nor any of its Subsidiaries is and, to the knowledge of ParentBuyer, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of), any term, condition or provision of any Parent Buyer Contract identified on Section 3.19 3.16 of the Parent Buyer Disclosure Schedule except for defaults, breaches, violations or events which, individually or in the aggregate, would not have a Parent Material Adverse Effect; provided that any defaults, breaches, violations or events with respect to those Parent Contracts referred to in Section 3.19(e) shall be scheduled without regard to any Parent Buyer Material Adverse Effect. Other than contracts which have terminated or expired in accordance with their terms, each of the Parent Buyer Contracts identified on Section 3.19 3.16 of the Parent Buyer Disclosure Schedule is valid, binding and enforceable in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. To the knowledge of ParentBuyer, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness for borrowed money affecting Parent Buyer or any of its Subsidiaries to accelerate, or which does accelerate, the maturity of any indebtedness affecting Parent Buyer or any of its Subsidiaries, except as set forth in Section 3.20 of the Parent Disclosure Schedule.