Ownership and Maintenance of Drilling Units. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (a) either the Company or a Significant Subsidiary of the Company has good and marketable title to the drilling units listed in the Company’s most recent fleet status report, a true and complete copy of which has been provided to Parent (the “Company Fleet Report”), in each case free and clear of all Liens except for Permitted Liens and (b) no such drilling unit 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 asset. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the drilling units listed in the Company Fleet Report have been maintained consistent with general practice in the offshore drilling industry and are in good operating condition and repair, subject to ordinary wear and tear.
Appears in 3 contracts
Samples: Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Noble Corp PLC), Merger Agreement (Diamond Offshore Drilling, Inc.)
Ownership and Maintenance of Drilling Units. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (a) either the Company or a Significant Subsidiary of the Company has good and marketable title to the drilling units listed in the Company’s most recent fleet status report, a true and complete copy of which has been provided to Parent (the “Company Fleet Report”), in each case free and clear of all Liens except for Permitted Liens and (b) no such drilling unit 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 asset. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the drilling units listed in the Company Fleet Report have been maintained consistent with general practice in the offshore drilling industry and are in good operating condition and repair, subject to ordinary wear and tear.
Appears in 2 contracts
Samples: Business Combination Agreement (Noble Corp), Business Combination Agreement
Ownership and Maintenance of Drilling Units. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (a) either the Company or a Significant Subsidiary of the Company either (i) leases or (ii) has good and marketable title to the drilling units listed in on Section 4.6 of the Company’s most recent fleet status reportCompany Disclosure Letter, a true and complete copy of which has been provided to Parent (the “Company Fleet Report”)as applicable, in each case case, to the extent owned, free and clear of all Liens except for Permitted Liens Liens, and (b) no such drilling unit 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 asset. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the drilling units listed in on Section 4.6 of the Company Fleet Report Disclosure Letter have been maintained consistent with general practice in the offshore drilling industry for active and idle units and are in good operating condition and repair, subject to ordinary wear and tear.
Appears in 1 contract
Samples: Merger Agreement (Seadrill LTD)
Ownership and Maintenance of Drilling Units. (a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (a) either the Company or a Significant Subsidiary of the Company has good and marketable title to the drilling units listed in the Company’s most recent fleet status report, a true and complete copy of which has been provided to Parent by Company (the “Company Fleet Report”), in each case free and clear of all Liens except for the Company Permitted Liens and (b) no such drilling unit or any related asset is leased under an operating lease from a lessor that, to the Company’s Knowledgeknowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset. .
(b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the drilling units listed in the Company Fleet Report have been maintained consistent with general practice in the offshore drilling industry and are in good operating condition and repair, subject to ordinary wear and tear.
Appears in 1 contract
Samples: Merger Agreement (Noble Corp)