Common use of Conditions of the Company and Capricorn Holdings Clause in Contracts

Conditions of the Company and Capricorn Holdings. The obligations of the Company and Capricorn Holdings to effect the contributions, purchases, transfers, sales and equity issuances set forth in Article II of this Agreement are subject to the satisfaction (or waiver by each of the Company and Capricorn Holdings) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seadrill as to itself and as to Seadrill Americas, each of the Transferred Subsidiaries and the West Xxxx in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) Each of Seadrill, Seadrill Americas and the Transferred Subsidiaries shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them; (c) The results of the searches, surveys, tests and inspections of the West Xxxx referred to in Section 6.1(h) of this Agreement are reasonably satisfactory to the Company; and (d) All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Company and Capricorn Holdings and their counsel, and the Company and Capricorn Holdings shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.

Conditions of the Company and Capricorn Holdings. The obligations of the Company and Capricorn Holdings to effect the contributions, purchases, transfers, sales and equity issuances set forth in Article II of this Agreement are subject to the satisfaction (or waiver by each of the Company and Capricorn Holdings) on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seadrill as to itself and as to Seadrill Americas, each of the Transferred Subsidiaries and the West Xxxx Auriga in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date); (b) Each of Seadrill, Seadrill Americas and the Transferred Subsidiaries shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them; (c) The results of the searches, surveys, tests and inspections of the West Xxxx Auriga referred to in Section 6.1(h) of this Agreement are reasonably satisfactory to the Company; and (d) All proceedings to be taken in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Company and Capricorn Holdings and their counsel, and the Company and Capricorn Holdings shall have received copies of all such documents and other evidence as they or their counsel may reasonably request in order to establish the consummation of such transaction and the taking of all proceedings in connection therewith.