Common use of Conditions of the Parties Clause in Contracts

Conditions of the Parties. The obligation of the Parties to effect the contributions, purchases, 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 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 Rig Owning Subsidiaries shall have entered into the intercompany loan agreements relating to the Rigs substantially in the form set forth on Exhibit I hereto; (d) Seadrill Ghana, Seadrill Xxx, Seadrill, Tullow Ghana Limited and Tullow Côte d’ Ivoire Exploration Limited shall have entered into the Xxxx Xxx Novation Agreement; (e) BP, Seadrill, Seadrill Americas and Seadrill Gulf Sirius shall have entered into the West Sirius Drilling Contract Assignment Agreement; (f) Seadrill Americas and Seadrill Gulf Sirius shall have entered into the West Sirius Bareboat Assignment Agreement; (g) BP, Seadrill, Seadrill Americas and Seadrill Gulf Sirius shall have entered into the 2014 West Sirius Drilling Contract Assignment Agreement; (h) Seadrill Gulf Sirius and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; (i) Seadrill Ghana and Seadrill Management AME Ltd., a Bermuda company, shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and (j) The Company and Seadrill Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunder.

Conditions of the Parties. The obligation of the Parties Sellers to effect sell the contributions, purchases, sales Units and equity issuances set forth in Article II the obligation of this Agreement Buyer to purchase the Units is subject to the satisfaction (or waiver by each of the PartiesSellers and Buyer) on or prior to the Closing Date of the following conditions: (a) Seadrill and the Transferred Subsidiaries, as applicable, The Sellers shall have received any and all written consents, permits, approvals or authorizations of any Governmental Authority or any other Person (including including, but not limited to, with respect to the Transferred Subsidiary Contracts and the Financing AgreementsContracts) 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 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 Units; (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 Units; (c) Seadrill The Amended Hilli Facility Documents shall have been entered into and the Rig Owning Subsidiaries Hilli Facility Amendment shall have entered into the intercompany loan agreements relating to the Rigs substantially in the form set forth on Exhibit I heretobecome effective; (d) Seadrill Ghana, Seadrill Xxx, Seadrill, Tullow Ghana Limited Hilli LLC will have been duly formed and Tullow Côte d’ Ivoire Exploration Limited shall the Certificate of Formation of Hilli LLC will have entered into been filed with the Xxxx Xxx Novation AgreementRepublic of the Xxxxxxxx Islands Office of the Registrar of Corporations; (e) BP, Seadrill, Seadrill Americas The Sellers will have executed and Seadrill Gulf Sirius shall have entered into delivered the West Sirius Drilling Contract Assignment Limited Liability Company Operating Agreement of Hilli LLC in substantially the form attached hereto as Exhibit II (the “Hilli LLC Agreement”); (f) Seadrill Americas and Seadrill Gulf Sirius The Hilli Corp Share Contribution shall have entered into occurred, and as a result, on the West Sirius Bareboat Assignment Agreement; (g) BPClosing Date, SeadrillHilli LLC will own all of the Hilli Corp Shares free and clear of any Encumbrances, Seadrill Americas and Seadrill Gulf Sirius including for the avoidance of doubt any shareholder loans to Hilli Corp which shall have entered into been contributed as equity capital, other than those arising under the 2014 West Sirius Drilling Contract Assignment Agreement; (h) Seadrill Gulf Sirius and Seadrill Americas shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; (i) Seadrill Ghana and Seadrill Management AME Ltd., a Bermuda company, shall have entered into an Advisory, Technical and Administrative Services Agreement in a form satisfactory to the parties thereto; and (j) The Company and Seadrill Capricorn Holdings shall have obtained funds in order to consummate the transactions contemplated hereunderHilli Facility Documents.