Common use of Fleet Assets Clause in Contracts

Fleet Assets. (a) Section 4.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by the Company or any of its Subsidiaries or Joint Venture Affiliates (the “Company Fleet Assets”), including, as applicable with respect to each Company Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Company Fleet Asset is “cold stacked,” “warm stacked” or is being prepared to be “cold stacked” or “warm stacked.” Neither the Company nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) The Company or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Company Fleet Assets, as set forth on Section 4.10(a) of the Company Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Company Fleet Asset or any related asset is leased under an operating lease from a lessor that, to the Company’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Company Fleet Asset. The Company has made available to Parent true, correct and complete copies of all current class status reports from the relevant class societies relating to Company Fleet Assets. (c) To the extent consistent with its operating status, each Company Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. (d) The Company and each of its Subsidiaries and Joint Venture Affiliates operates each Company Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Company Fleet Assets, as set forth on Section 4.10(a) of the Company Disclosure Letter, under Applicable Law, including the Applicable Laws of each Company Fleet Asset’s flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Company Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to the Company’s knowledge no event has occurred and no condition exists that would cause such Company Fleet Asset’s class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 4.10(a5.09(a) of the Company Parent Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by the Company Parent or any of its Subsidiaries or Joint Venture Affiliates (the “Company Parent Fleet Assets”), including, as applicable with respect to each Company Parent Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Company Parent Fleet Asset is “cold stacked,” “warm stacked” or is being prepared to be “cold stacked” or “warm stacked.” Neither the Company Parent nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) The Company Parent or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Company Parent Fleet Assets, as set forth on Section 4.10(a5.09(a) of the Company Parent Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Company Parent Fleet Asset or any related asset is leased under an operating lease from a lessor that, to the CompanyParent’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Company Parent Fleet Asset. The Company Parent has made available to Parent the Company true, correct and complete copies of all current class status reports from the relevant class societies relating to Company Parent Fleet Assets. (c) To the extent consistent with its operating status, each Company Parent Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) The Company Parent and each of its Subsidiaries and Joint Venture Affiliates operates each Company Parent Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. The Company Parent and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Company Parent Fleet Assets, as set forth on Section 4.10(a5.09(a) of the Company Parent Disclosure Letter, under Applicable Law, including the Applicable Laws of each Company Parent Fleet Asset’s flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Company Parent Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to the CompanyParent’s knowledge no event has occurred and no condition exists that would cause such Company Parent Fleet Asset’s class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 4.10(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by the Company or any of its Subsidiaries or Joint Venture Affiliates (the “"Company Fleet Assets”"), including, as applicable with respect to each Company Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Company Fleet Asset is “"cold stacked,” “" "warm stacked” " or is being prepared to be “"cold stacked” " or “"warm stacked.” " Neither the Company nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) The Company or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Company Fleet Assets, as set forth on Section 4.10(a) of the Company Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Company Fleet Asset or any related asset is leased under an operating lease from a lessor that, to the Company’s 's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Company Fleet Asset. The Company has made available to Parent true, correct and complete copies of all current class status reports from the relevant class societies relating to Company Fleet Assets. (c) To the extent consistent with its operating status, each Company Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. (d) The Company and each of its Subsidiaries and Joint Venture Affiliates operates each Company Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Company Fleet Assets, as set forth on Section 4.10(a) of the Company Disclosure Letter, under Applicable Law, including the Applicable Laws of each Company Fleet Asset’s 's flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Company Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to the Company’s 's knowledge no event has occurred and no condition exists that would cause such Company Fleet Asset’s 's class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 4.10(a5.09(a) of the Company Parent Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by the Company Parent or any of its Subsidiaries or Joint Venture Affiliates (the “Company "Parent Fleet Assets”"), including, as applicable with respect to each Company Parent Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Company Parent Fleet Asset is “"cold stacked,” “" "warm stacked” " or is being prepared to be “"cold stacked” " or “"warm stacked.” " Neither the Company Parent nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) The Company Parent or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Company Parent Fleet Assets, as set forth on Section 4.10(a5.09(a) of the Company Parent Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Company Parent Fleet Asset or any related asset is leased under an operating lease from a lessor that, to the Company’s Parent's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Company Parent Fleet Asset. The Company Parent has made available to Parent the Company true, correct and complete copies of all current class status reports from the relevant class societies relating to Company Parent Fleet Assets. (c) To the extent consistent with its operating status, each Company Parent Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) The Company Parent and each of its Subsidiaries and Joint Venture Affiliates operates each Company Parent Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. The Company Parent and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Company Parent Fleet Assets, as set forth on Section 4.10(a5.09(a) of the Company Parent Disclosure Letter, under Applicable Law, including the Applicable Laws of each Company Parent Fleet Asset’s 's flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Company Parent Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to the Company’s Parent's knowledge no event has occurred and no condition exists that would cause such Company Parent Fleet Asset’s 's class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.