REPRESENTATIONS AND WARRANTIES OF SEI. 17 Section 8.1 Organization, etc. 17 Section 8.2 Due Authorization, Non-Contravention, Defaults etc. 17 Section 8.3 Government Approval, Regulation, etc. 18 Section 8.4 Validity, etc. 18 Section 8.5 Litigation 18 Section 8.6 Ownership 18 Section 8.7 Independent Investigation; Knowledge of Financial Statements 18 Section 8.8 Representations and Warranties in A&R LP Agreement 19 ARTICLE IX OTHER AGREEMENTS 19 Section 9.1 Confidentiality 19 Section 9.2 Further Assurances 19 Section 9.3 Tax Matters 19 ARTICLE X INDEMNIFICATION 19 Section 10.1 Survival of Representations and Warranties 19 Section 10.2 Indemnification by the Dynamic Parties 20 Section 10.3 Indemnification by SESI and SEI 20 Section 10.4 Limitation on Liability 20 Section 10.5 Third Party Claims 20 Section 10.6 Tax Treatment of Indemnity Payments 21 Section 10.7 Exclusive Remedy; No Consequential Damages 22 ARTICLE XI MISCELLANEOUS 22 Section 11.1 Dispute Resolution 22 Section 11.2 Expenses 24 Section 11.3 Notices 24 Section 11.4 Entire Agreement 24 Section 11.5 Modifications 24 Section 11.6 Assignment; Binding Effect; No Third Party Beneficiaries 24 Section 11.7 Governing Law 25 Section 11.8 Counterparts 25 Section 11.9 Severability 25 EXHIBITS: A Amended and Restated Limited Partnership Agreement of Dynamic Offshore Holding, LP B Second Amended and Restated Limited Liability Company Agreement of Dynamic Offshore Holding GP, LLC C Preferred Provider Agreement D Turnkey Amendment E Indemnification Agreement Amendment F SPN Assignment of Membership Interest G DBH Assignment of Membership Interest SCHEDULES:
REPRESENTATIONS AND WARRANTIES OF SEI. SEI hereby makes the following representations and warranties to the Dynamic Parties.
REPRESENTATIONS AND WARRANTIES OF SEI. SEI hereby represents and warrants to each Shareholder as follows as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SEI. SEI hereby represents and warrants to the Company as follows as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF SEI. AND BUYER (GARANTIEN) 28 Section 5.1. Corporate Organization . . . . . . . . . . . . . . 28 Section 5.2. Capitalization of SEi . . . . . . . . . . . . . . . 28 Section 5.3. Authority . . . . . . . . . . . . . . . . . . . . . 28 Section 5.4. SEi's Consents and Approvals; No Violations . . . . 28 Section 5.5. Litigation . . . . . . . . . . . . . . . . . . . . 29 Section 5.6.
REPRESENTATIONS AND WARRANTIES OF SEI. SEi hereby represents and warrants to the Sellers as follows:
REPRESENTATIONS AND WARRANTIES OF SEI. SEI represents and warrants to RAMCO and Cornerstone as follows
REPRESENTATIONS AND WARRANTIES OF SEI. SEI hereby represents and warrants to STIG that:
REPRESENTATIONS AND WARRANTIES OF SEI
