Representations and Warranties of Ensco. Ensco has the requisite corporate power and authority to execute and deliver this Amendment. This Amendment has been duly and validly executed and delivered by Ensco and, assuming this Amendment constitutes the valid and binding agreement of Rowan, constitutes the valid and binding agreement of Ensco, enforceable against Ensco in accordance with its terms, except that such enforcement may be subject to the Remedies Exceptions.
Representations and Warranties of Ensco. Except as disclosed (a) in the Ensco SEC Documents filed prior to the date hereof (without giving effect to any amendment to any such Ensco SEC Document filed on or after the date hereof and excluding any disclosures set forth in any such Ensco SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or (b) in the disclosure schedule delivered by Ensco to Rowan immediately prior to the execution of this Agreement (the “Ensco Disclosure Schedule”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent), Ensco represents and warrants to Rowan as follows:
Representations and Warranties of Ensco. 31 Section 4.1 Qualification, Organization, Subsidiaries, Capitalization 31 Section 4.2 Company Authority Relative to this Agreement; No Violation 33 Section 4.3 Reports and Financial Statements 35 Section 4.4 Internal Controls and Procedures 36 Section 4.5 No Undisclosed Liabilities 36 Section 4.6 Compliance with Law; Permits 37 Section 4.7 Absence of Certain Changes or Events 38 Section 4.8 Environmental Laws and Regulations 38 Section 4.9 Investigations; Litigation 38 Section 4.10 Investment Company 39 Section 4.11 Intellectual Property 39 Section 4.12 Properties 39 Section 4.13 Ownership and Maintenance of Drilling Units 40 Section 4.14 Tax Matters 40 Section 4.15 Employment and Labor Matters 42 Section 4.16 Employee Benefit Plans 43 Section 4.17 Insurance 46 Section 4.18 Opinion of Financial Advisor 46 Section 4.19 Material Contracts 46 Section 4.20 Finders or Brokers 48 Section 4.21 Anti-Bribery 48 Section 4.22 Export Controls and Sanctions 49 Section 4.23 Derivatives 49 Section 4.24 Takeover Statutes 49 Section 4.25 Information Supplied 49 Section 4.26 No Additional Representations 50 ARTICLE V. COVENANTS AND AGREEMENTS 51 Section 5.1 Conduct of Business 51 Section 5.2 Access 56 Section 5.3 No Solicitation by Rowan 56 Section 5.4 No Solicitation by Ensco 61 Section 5.5 Responsibilities of Rowan in Respect of the Scheme of Arrangement 65 Section 5.6 Responsibilities of Ensco in Respect of the Scheme of Arrangement 68 Section 5.7 Joint Proxy Statement 68
