Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Each of Transocean and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party. The execution, delivery and performance by Transocean and Merger Sub of this Agreement and the consummation by each of Transocean and Merger Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, have been duly authorized by the Board of Directors of Transocean and the Board of Directors of Merger Sub and no other corporate proceedings on the part of either of them are necessary to authorize the execution, delivery and performance of this Agreement by Transocean and Merger Sub and the consummation of the transactions contemplated hereby, other than the approvals referred to in Section 6.20. This Agreement has been duly and validly executed and delivered by Transocean and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by GlobalSantaFe, constitutes the valid and legally binding obligation of Transocean and Merger Sub, enforceable against Transocean and Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Transocean Parent, Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements the Ancillary Documents and documents to consummate the transactions contemplated hereby to which it is a partyand thereby. The execution, execution and delivery and performance by Transocean and Merger Sub of this Agreement and the Ancillary Documents and the consummation by each of Transocean Parent, Purchaser and Merger Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean hereby and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, thereby have been duly and validly authorized by the Board respective Boards of Directors of Transocean Parent, Purchaser and Merger Sub and by Purchaser as the Board of Directors sole stockholder of Merger Sub and no other corporate proceedings on the part of either of them Parent, Purchaser or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement by Transocean and Merger Sub and the consummation of Ancillary Documents or to consummate the transactions contemplated hereby, other than the approvals referred to in Section 6.20hereby and thereby. This Agreement has been been, and any Ancillary Documents at the time of execution will have been, duly and validly executed and delivered by Transocean Parent, Purchaser and Merger Sub andSub, and (assuming due authorization, execution and delivery of this Agreement by GlobalSantaFe, and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and legally binding obligation obligations of Transocean each of Parent, Purchaser and Merger Sub, enforceable against Transocean and Merger Sub, as applicable, in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ ' rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each of Transocean Parent, Holdings and Merger Sub has the requisite corporate company power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to which it is a party. The execution, delivery and performance by Transocean Parent, Holdings and Merger Sub of this Agreement and the consummation by each of Transocean Parent, Holdings and Merger Sub of the transactions contemplated hereby, including, with respect to TransoceanParent, the granting by Parent of the Option Right and the issuance by Transocean and delivery by Transocean Parent of Transocean Ordinary Parent Shares pursuant to the Merger and the Reclassificationas described in this Agreement, have been duly authorized by the Board Parent Board, the respective Boards of Directors of Transocean Holdings and the Board of Directors of Merger Sub and Holdings, as the sole member of Merger Sub, as applicable, and no other corporate proceedings action on the part of either any of them are necessary to authorize the execution, delivery and performance of this Agreement by Transocean Parent, Holdings and Merger Sub and the consummation of the transactions contemplated hereby, other than the approvals referred to in Section 6.20. This Agreement has been duly and validly executed and delivered by Transocean Parent, Holdings and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by GlobalSantaFethe Company, constitutes the valid and legally binding obligation of Transocean Parent, Holdings and Merger Sub, enforceable against Transocean Parent, Holdings and Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the Transactions. Each of Transocean Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby the Voting Agreements, and, upon receipt of the Requisite Parent Vote, to which it is a partyconsummate the Transactions. The execution, delivery and performance by Transocean and Merger Sub execution of this Agreement and the Voting Agreements and the consummation by each of Transocean Parent and Merger Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, Transactions have been duly authorized by the Board all requisite corporate action on behalf of Directors of Transocean Parent and the Board of Directors of Merger Sub Sub, and no other corporate proceedings on the part of either of them Parent or Merger Sub are necessary to authorize this Agreement or the executionVoting Agreements or to consummate the Transactions, delivery and performance other than, with respect to the Merger, the adoption of this Agreement by Transocean Parent as the sole stockholder of Merger Sub (the “Requisite Parent Vote”), which will occur immediately following the execution of this Agreement. Each of Parent and Merger Sub has duly executed and delivered this Agreement and the consummation of Voting Agreements. Assuming this Agreement and the transactions contemplated hereby, other than the approvals referred to in Section 6.20. This Agreement has Voting Agreements have been duly and validly authorized, executed and delivered by Transocean and Merger Sub andthe Company, assuming due authorization, execution and delivery of this Agreement by GlobalSantaFe, constitutes and the Voting Agreements constitute the valid and legally binding obligation obligations of Transocean each of Parent and Merger Sub, enforceable against Transocean Parent and Merger Sub, as applicable, Sub in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditors’ rights and rights, general principles of equity (regardless and any implied covenant of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement good faith and the transactions contemplated herebyfair dealing.

Authorization, Validity and Effect of Agreements. Each of Transocean Parent, MergerCo and Merger Sub Partnership has the all requisite corporate organizational power and authority to execute and deliver this Agreement and all other agreements and documents consummate the transactions contemplated hereby to which it is a partyand thereby and perform its obligations hereunder and thereunder. The execution, delivery and performance by Transocean each of Parent, MergerCo and Merger Sub Partnership of this Agreement and the consummation by each of Transocean and Merger Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, have been duly authorized by the Board of Directors of Transocean and the Board of Directors of Merger Sub and no other corporate proceedings on the part of either of them are necessary to authorize the execution, delivery and performance of this Agreement by Transocean and Merger Sub and the consummation of the transactions contemplated hereby have been duly authorized by all necessary organizational action on behalf of each of Parent, MergerCo and Merger Partnership. No other organizational proceedings on the part of Parent, MergerCo, Merger Partnership, or any of their respective subsidiaries, are necessary to authorize this Agreement or to consummate the Merger, the Partnership Merger and the other transactions contemplated hereby, other than the approvals referred to in Section 6.20. This Agreement has been duly and validly executed and delivered by Transocean and Merger Sub andAgreement, assuming the due authorization, execution and delivery hereof by each of this Agreement by GlobalSantaFethe Company and the Partnership, constitutes the a valid and legally binding obligation of Transocean each of Parent, MergerCo and Merger SubPartnership, enforceable against Transocean each of Parent, MergerCo and Merger Sub, as applicable, Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity (regardless equity. The respective Board of whether enforceability is considered in a proceeding at law Directors or in equity). Transocean has taken all action necessary to render general partners of Parent, MergerCo and Merger Partnership each have, by unanimous vote, if applicable, duly and validly authorized the restrictions set forth in Article XXVII execution and delivery of its articles of association inapplicable to this Agreement and approved the consummation of the Merger, the Partnership Merger and the transactions contemplated herebythereby, and taken all corporate action required to be taken by each of them to consummate the Merger, the Partnership Merger and the transactions contemplated thereby.

Authorization, Validity and Effect of Agreements. Each of Transocean Parent and Merger Sub MergerCo has the requisite corporate power and authority to enter into the Transactions and to execute and deliver this Agreement. The Parent Board has unanimously approved this Agreement, the Merger and the other Transactions and has resolved to recommend that the holders of Parent Common Stock adopt and approve this Agreement at the stockholders' meeting of Parent to be held in accordance with the provisions of Section 8.1. The Board of Directors of MergerCo (the "MergerCo Board") and the stockholders of MergerCo have approved this Agreement and all other agreements and documents contemplated hereby the Transactions. Subject only to which it is the approval of this Agreement by the holders of a party. The executionmajority of the outstanding shares of Parent Common Stock (the "Requisite Parent Vote"), delivery and performance the execution by Transocean and Merger Sub Parent of this Agreement and the consummation by each of Transocean and Merger Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, Transactions have been duly authorized by all requisite corporate action on the Board part of Directors of Transocean Parent and the Board of Directors of Merger Sub MergerCo and no other corporate proceedings on the part of either of them Parent or MergerCo are necessary to authorize the execution, delivery and performance of this Agreement by Transocean or to consummate the Transactions. As of the date hereof, all of the directors and Merger Sub executive officers of Parent have indicated that they presently intend to vote all shares of Parent Common Stock which they own to approve this Agreement and the consummation Transactions at the stockholders' meeting of Parent to be held in accordance with the transactions contemplated hereby, other than the approvals referred to in provisions of Section 6.208.1. This Agreement has been duly and validly executed and delivered by Transocean and Merger Sub andAgreement, assuming due and valid authorization, execution and delivery of this Agreement thereof by GlobalSantaFethe Company, constitutes the a valid and legally binding obligation of Transocean Parent and Merger SubMergerCo, enforceable against Transocean Parent and Merger Sub, as applicable, MergerCo in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ ' rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement and the transactions contemplated hereby.

Authorization, Validity and Effect of Agreements. Each Parent has and each of Transocean Purchaser and Merger Offer Sub has will have the requisite corporate power and authority to execute and deliver this Agreement and all other agreements the Ancillary Documents and documents to consummate the transactions contemplated hereby to which it is a partyand thereby. The execution, execution and delivery and performance by Transocean and Merger Sub of this Agreement and the Ancillary Documents and the consummation by each of Transocean Parent, Purchaser and Merger Offer Sub of the transactions contemplated hereby, including, with respect to Transocean, the issuance by Transocean hereby and delivery by Transocean of Transocean Ordinary Shares pursuant to the Merger and the Reclassification, thereby have been (or in the case of Purchaser and Offer Sub will be) duly and validly authorized by the Board respective boards of Directors directors of Transocean Parent and the Board Boards of Directors Purchaser and Offer Sub and by Purchaser as the sole shareholder of Merger Offer Sub and no other corporate proceedings on the part of either Parent, Purchaser or Offer Sub are (or in the case of them are Purchaser and Offer Sub will be) necessary to authorize the execution, delivery and performance of this Agreement by Transocean and Merger Sub and the consummation of Ancillary Documents or to consummate the transactions contemplated hereby, other than the approvals referred to in Section 6.20hereby and thereby. This Agreement has been, and any Ancillary Documents to which Parent, Purchaser or Offer Sub is a party at the time of execution will have been (or in the case of Purchaser and Offer Sub will be), duly and validly executed and delivered by Transocean and Merger Sub andParent, assuming due authorization, execution and delivery of this Agreement by GlobalSantaFe, constitutes the valid and legally binding obligation of Transocean and Merger Sub, enforceable against Transocean and Merger Purchaser or Offer Sub, as applicable, and (assuming this Agreement and such Ancillary Documents each constitutes a valid and binding obligation of the Company) constitutes and will constitute the valid and binding obligations of Parent, Purchaser or Offer Sub, as applicable, enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to creditors’ ' rights and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Transocean has taken all action necessary to render the restrictions set forth in Article XXVII of its articles of association inapplicable to this Agreement and the transactions contemplated hereby.