Common use of Conditions of the Parties Clause in Contracts

Conditions of the Parties. The obligation of the Parties to effect the contributions, purchases, transfers, sales and equity issuances set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions: (a) Seadrill and the Transferred Subsidiaries, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder; (b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder; (c) Seadrill and the Company shall have entered into a letter agreement substantially in the form attached as Exhibit A; (d) Seadrill Gulf Xxxx and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and (e) The Company and Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunder.

Conditions of the Parties. The obligation of the Parties Seller to effect sell the contributions, purchases, transfers, sales Equity Interests and equity issuances set forth in Article II the obligation of this Agreement the Buyer to purchase the Equity Interests is subject to the satisfaction (or waiver by each of the PartiesSeller and the Buyer) on or prior to the Closing Date of the following conditions: (a) Seadrill and the Transferred Subsidiaries, as applicable, The Seller shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Seadrill T-15 Contracts, the SIL Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder, including the transfer of the Equity Interests; (b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority Governmental Authority to enjoin, restrict or prohibit the transactions contemplated hereunderpurchase and sale of the Equity Interests; (c) Seadrill The Seller and the Company Buyer shall have entered into a letter agreement the Loan Agreement substantially in the form attached as set forth on Exhibit A;I hereto; and (d) Seadrill Gulf Xxxx The Seller and Seadrill Americas T-15 shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory the intercompany loan agreement relating to the parties thereto; and (e) The Company and Capricorn Holdings shall have obtained funds Rig substantially in order to consummate the transactions contemplated hereunderform set forth on Exhibit II hereto.

Conditions of the Parties. The obligation of the Parties to effect the contributions, purchases, transfers, sales and equity issuances set forth in Article II of this Agreement is subject to the satisfaction (or waiver by each of the Parties) on or prior to the Closing Date of the following conditions: (a) Seadrill and the Transferred Subsidiaries, as applicable, shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including with respect to the Transferred Subsidiary Contracts and the Rig Financing Agreements) and shall have made any and all notices or declarations to or filing with any Governmental Authority or any other Person, including those related to any Environmental Laws or regulations, required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder; (b) No legal or regulatory action or proceeding shall be pending or threatened by any governmental authority to enjoin, restrict or prohibit the transactions contemplated hereunder; (c) Seadrill and the Company shall have entered into a letter agreement substantially in the form attached as Exhibit A; (d) Seadrill Gulf Xxxx Auriga and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and (ed) The Company and Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunder.