Authorization, Execution, Delivery and Enforceability of the other Agreements. As of the date hereof: 1) the Seadrill Member LLC Agreement has been duly authorized, executed and delivered by Seadrill and is a valid and legally binding agreement of Seadrill, enforceable against Seadrill in accordance with its terms; 2) the Company LLC Agreement has been duly authorized, executed and delivered by the Seadrill Member and Seadrill and is a valid and legally binding agreement of the Seadrill Member and Seadrill, enforceable against each of them in accordance with its terms; 3) the OP GP LLC Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; 4) Seadrill Operating LPA has been duly authorized, executed and delivered by Seadrill, OP GP and the Company and is a valid and legally binding agreement of Seadrill, OP GP and the Company, enforceable against each of them in accordance with its terms; 5) the Seadrill Capricorn Holdings LLCA has been duly authorized, executed and delivered by the Company and Seadrill and is a valid and legally binding agreement of the Company and Seadrill, enforceable against each of them in accordance with its terms; 6) the Seadrill Partners Operating LLCA has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; and 7) each of the Operating Subsidiaries’ Organizational Documents has have been duly authorized, executed and delivered by the Company Entities party thereto and each such agreement is a valid and legally binding agreement, enforceable against each party thereto, as applicable, in accordance with the terms of such agreement; provided, however, that with respect to each agreement described in this Section 1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy. The agreements described in clauses (1) through (7) of this Section 1(v) are herein collectively referred to as the “Organizational Documents.”
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Authorization, Execution, Delivery and Enforceability of the other Agreements. As of the date hereof:
1) the Seadrill Member LLC Agreement has been duly authorized, executed and delivered by Seadrill and is a valid and legally binding agreement of Seadrill, enforceable against Seadrill in accordance with its terms;
2) the Company LLC Agreement has been duly authorized, executed and delivered by the Seadrill Member and Seadrill and is a valid and legally binding agreement of the Seadrill Member and Seadrill, enforceable against each of them in accordance with its terms;
3) the OP GP LLC Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms;
4) Seadrill Operating LPA has been duly authorized, executed and delivered by Seadrill, OP GP and the Company and is a valid and legally binding agreement of Seadrill, OP GP and the Company, enforceable against each of them in accordance with its terms;
5) the Seadrill Capricorn Holdings LLCA has been duly authorized, executed and delivered by the Company and Seadrill and is a valid and legally binding agreement of the Company and Seadrill, enforceable against each of them in accordance with its terms;
6) the Seadrill Partners Operating LLCA has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; and;
7) each of the Operating Subsidiaries’ Organizational Documents has have been duly authorized, executed and delivered by the Company Entities party thereto and each such agreement is a valid and legally binding agreement, enforceable against each party thereto, as applicable, thereto in accordance with the terms of such agreement;
8) the Purchase, Sale and Contribution Agreement dated December 2, 2013 by and among the Company, Seadrill Operating, Seadrill Capricorn Holdings, Seadrill and Seadrill Americas Inc. (the “Purchase Agreement”) related to the acquisition by Seadrill Operating of all of the issued and outstanding ownership interests in Seadrill Xxx Ltd., Seadrill Ghana Operations Ltd., Seadrill Hungary Kft. and Seadrill Gulf Operations Sirius LLC (the “Acquisition Subsidiaries”), has been duly authorized, executed and delivered by the Company, Seadrill Operating, and Seadrill Capricorn Holdings and is a valid and legally binding agreement of the Company, Seadrill Operating, and Seadrill Capricorn Holdings, enforceable against the Company, Seadrill Operating, and Seadrill Capricorn Holdings in accordance with its terms; and
9) the Unit Purchase Agreement dated December 3, 2013 between the Company and Seadrill (the “Unit Purchase Agreement”) has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; provided, however, that with respect to each agreement described in this Section 1(v1(w), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy. The agreements described in clauses (1) through (7) of this Section 1(v1(w) are herein collectively referred to as the “Organizational Documents.” The agreements described in clauses (8) and (9) of this Section 1(x) are herein collectively referred to as the “Operative Agreements.”
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Authorization, Execution, Delivery and Enforceability of the other Agreements. As of the date hereof:
1) the Seadrill Member LLC Agreement has been duly authorized, executed and delivered by Seadrill and is a valid and legally binding agreement of Seadrill, enforceable against Seadrill in accordance with its terms;
2) the Company LLC Agreement has been duly authorized, executed and delivered by the Seadrill Member and Seadrill and is a valid and legally binding agreement of the Seadrill Member and Seadrill, enforceable against each of them in accordance with its terms;
3) the OP GP LLC Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms;
4) Seadrill Operating LPA has been duly authorized, executed and delivered by Seadrill, OP GP and the Company and is a valid and legally binding agreement of Seadrill, OP GP and the Company, enforceable against each of them in accordance with its terms;
5) the Seadrill Capricorn Holdings LLCA has been duly authorized, executed and delivered by the Company and Seadrill and is a valid and legally binding agreement of the Company and Seadrill, enforceable against each of them in accordance with its terms;
6) the Seadrill Partners Operating LLCA has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; and;
7) each of the Operating Subsidiaries’ Organizational Documents has have been duly authorized, executed and delivered by the Company Entities party thereto and each such agreement is a valid and legally binding agreement, enforceable against each party thereto, as applicable, in accordance with the terms of such agreement;
8) the Contribution, Purchase and Sale Agreement dated March 11, 2014 by and among the Company, Seadrill, Capricorn Holdings and Seadrill Americas, Inc., a Texas corporation (the “Purchase Agreement”) related to the acquisition by Capricorn Holdings of all of the issued and outstanding ownership interests in Seadrill Auriga Hungary Kft., a Hungarian private company and Seadrill Gulf Operations Auriga LLC, a Delaware limited liability company (the “Acquisition Subsidiaries”), has been duly authorized, executed and delivered by the Company and Capricorn Holdings and is a valid and legally binding agreement of the Company and Capricorn Holdings, enforceable against the Company and Capricorn in accordance with its terms; and
9) the Unit Purchase Agreement dated March 12, 2014 between the Company and Seadrill (the “Unit Purchase Agreement”) has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; provided, however, that with respect to each agreement described in this Section 1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy. The agreements described in clauses (1) through (7) of this Section 1(v) are herein collectively referred to as the “Organizational Documents.” The agreements described in clauses (8) and (9) of this Section 1(v) are herein collectively referred to as the “Operative Agreements.”
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Authorization, Execution, Delivery and Enforceability of the other Agreements. As of the date hereof:
1) the Seadrill Member LLC Agreement has been duly authorized, executed and delivered by Seadrill and is a valid and legally binding agreement of Seadrill, enforceable against Seadrill in accordance with its terms;
2) the Company LLC Agreement has been duly authorized, executed and delivered by the Seadrill Member and Seadrill and is a valid and legally binding agreement of the Seadrill Member and Seadrill, enforceable against each of them in accordance with its terms;
3) the OP GP LLC Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms;
4) Seadrill Operating LPA has been duly authorized, executed and delivered by Seadrill, OP GP and the Company and is a valid and legally binding agreement of Seadrill, OP GP and the Company, enforceable against each of them in accordance with its terms;
5) the Seadrill Capricorn Holdings LLCA has been duly authorized, executed and delivered by the Company and Seadrill and is a valid and legally binding agreement of the Company and Seadrill, enforceable against each of them in accordance with its terms;
6) the Seadrill Partners Operating LLCA has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; and;
7) each of the Operating Subsidiaries’ Organizational Documents has have been duly authorized, executed and delivered by the Company Entities party thereto and each such agreement is a valid and legally binding agreement, enforceable against each party thereto, as applicable, in accordance with the terms of such agreement; and
8) the Unit Purchase Agreement dated June 11, 2014 between the Company and Seadrill (the “Unit Purchase Agreement”) has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms; provided, however, that with respect to each agreement described in this Section 1(v), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and provided further that the indemnity, contribution and exoneration provisions with respect to violations of federal securities laws contained in any of such agreements may be limited by applicable laws and public policy. The agreements described in clauses (1) through (7) of this Section 1(v) are herein collectively referred to as the “Organizational Documents.”
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