Rigs. Set forth in Schedule 3.27 hereto is a complete record of all Rigs owned by each Borrower as of the Effective Date including (on a Rig-by-Rig basis): (a) identification of the rig number of each Rig and the owner thereof, (b) identification of the location of each Rig (by county and state), (c) a notation of whether or not the Rig is operating under a drilling contract at a customer’s working job site and (d) whether such Rig is covered or required to be covered by a certificate of title and the state of issuance thereof. The Administrative Agent shall at all times have access, to the extent any Borrower has the power to grant the Administrative Agent such access, to the Rigs located on such property, and unless otherwise agreed to by the Administrative Agent, the Administrative Agent shall have the right to enter on such property and to remove such Rigs therefrom without interference from, or imposition of any Lien on, such Rig by any owner, landlord, tenant or other Person with an interest in such property. Each Rig (i) constitutes goods which are movable, of a type normally used in more than one jurisdiction and not designed to be permanently used in any one location; and (ii) is not a fixtures under the laws of any jurisdiction in which any such Rig is located. Each Rig is neither a “motor vehicle” nor property of the type such that the perfection of a Lien with respect to such Rig would be governed by a certificate-of-title statute and would not be governed exclusively by the UCC. Each Borrower has delivered to the Administrative Agent true, correct and complete copies of its model turnkey contract and its daywork drilling contracts. Each Borrower represents and warrants that such contracts are not and will not constitute chattel paper or instruments.
Rigs. (a) As of the Funding Date, the name, registered owner and official number, and jurisdiction of registration and flag of each Funding Date Collateral Rig are set forth on Schedule 5.15B. Each Rig owned by the Parent or a Restricted Subsidiary is operated in compliance with all applicable law, rules and regulations (applicable to such Rig and as required by the American Bureau of Shipping or other internationally recognized classification society reasonably acceptable to the Administrative Agent), except where failure to comply with such law, rules or regulations could not reasonably be expected to have a Material Adverse Effect.
(b) Each Credit Party which owns or operates one or more Rigs is qualified to own and operate such Rig under the laws of such Credit Party’s jurisdiction of incorporation and the jurisdiction in which such Rig is flagged, except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect.
(c) Each Rig (except an Excluded Rig or a Rig that is cold stacked) maintains its classification as is applicable for rigs of comparable age and size with the American Bureau of Shipping or another internationally recognized classification society reasonably acceptable to the Administrative Agent, free of any conditions or recommendations affecting class, except for temporary lapses of such classification as may from time to time arise as a result of the normal operation of such Rig, so long as the Parent or applicable Rig Owner is using commercially reasonable efforts to remedy such lapses.
Rigs. (a) As of the Effective Date, the name and official number, and jurisdiction of registration and flag of each Effective Date Collateral Rig are set forth on Schedule 5.21. As of (i) the Effective Date, the Company and/or each applicable Credit Party is the true, lawful and registered owner of the whole of each Effective Date Collateral Rig stated to be owned by it on Schedule 5.21 and (ii) any date thereafter, the Company and/or each applicable Credit Party is the true, lawful and registered owner of the whole of each Collateral Rig stated to be owned by it in the applicable Collateral Rig Mortgage (other than any Collateral Rig that has been Disposed of pursuant to a transaction permitted by this Agreement), in each case of clauses (i) and (ii) above, subject to no Liens except Permitted Liens. Each Collateral Rig owned by the Company or a Restricted Subsidiary is operated in compliance with all applicable law, rules and regulations (applicable to such Collateral Rig and as required by the American Bureau of Shipping, Det Norske Veritas or such other internationally recognized classification society acceptable to the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed)), except where failure to comply with such law, rules, regulations or other requirements could not reasonably be expected to have a Material Adverse Effect.
(b) Each Credit Party that owns or operates one or more Collateral Rigs is qualified to own and operate such Collateral Rig under the laws of such Credit Party’s jurisdiction of incorporation and the jurisdiction in which such Collateral Rig is flagged, except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect.
Rigs. Any Rig that is deemed to be an Excluded Asset pursuant to Section 2.9, together with all of the Equipment located on each such Rig;
Rigs. Subject to Section 2.9, the jackup Rigs listed on Schedule 2.1(a), each of which is located in the United States of America (the “Transferred Rigs”);
Rigs. (a) The Transferred Rigs listed in Schedule 2.1(a) are the only Rigs used or held for use in the Business. At the Closing, the Rigs shall be free and clear of all Liens. Except as disclosed on Schedule 4.11(a), the Transferred Rigs are duly documented under the laws and flag of their respective flag state, solely in the name of one of the Sellers, and each Transferred Rig carries valid and current classification documentation and certificates, without recommendation. Except as disclosed on Schedule 4.11(a), all major repairs and maintenance have been performed and completed on each operating Transferred Rig in accordance with any applicable rules or requirements of the respective classification society.
(b) Each operating Transferred Rig is in satisfactory operating condition in all material respects for use under its applicable drilling Contract. Each Transferred Rig that is cold or warm stacked or otherwise not operating is safely afloat, or securely and safely jacked up. Prior to the date of this Agreement, Sellers have delivered to Purchasers (i) to the best of Sellers’ Knowledge, a complete list of Equipment identified by site, whether at a Rig or Sellers’ yard, at which such Equipment is located as of the date hereof, and (ii) copies of the maintenance records for each of the Rigs, and such records are accurate and complete in all material respects.
Rigs. The 55 workover rigs which are described on Schedule 1.02(a) (the "Rigs") and all spare parts related to the Rigs.
Rigs. (a) As of the Effective Date, the name, registered owner and official number, and jurisdiction of registration and flag of each Effective Date Collateral Rig are set forth on Schedule 5.15(b). Each Rig owned by a Loan Party is operated in compliance with all applicable law, rules and regulations (applicable to such Rig and as required by the American Bureau of Shipping or other internationally recognized classification society reasonably acceptable to the Administrative Agent), except where failure to comply with such law, rules or regulations would not reasonably be expected to have a Material Adverse Effect.
(b) Each Loan Party which owns or operates one or more Rigs is qualified to own and operate such Rig under the laws of such Loan Party’s jurisdiction of incorporation and the jurisdiction in which Rig is flagged, except where failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
(c) Each Rig (except a Rig that is cold stacked) maintains its classification as is applicable for rigs of comparable age and size with the American Bureau of Shipping or another internationally recognized classification society reasonably acceptable to the Administrative Agent, free of any conditions or recommendations affecting class, except for temporary lapses of such classification as may from time to time arise as a result of the normal operation of such Rig, so long as the Borrower or applicable Rig Owner is using commercially reasonable efforts to remedy such lapses.
Rigs. (a) The rigs listed on Section 5.27(a) of the Company Disclosure Schedule are the only rigs used or held for use in the Company’s business (collectively, the “Rigs”) as of the date hereof. The Rigs are free and clear of all Liens other than Permitted Liens. Except as disclosed on Section 5.27(a) of the Company Disclosure Schedule, all repairs and maintenance have been performed and completed on each operating Rig in accordance with Applicable Law.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each operating Rig is in satisfactory operating condition for use under its applicable drilling Contract, except to the extent undergoing routine maintenance in the ordinary course of business.
Rigs. Fail, or permit any Subsidiary to fail, to be the duly documented owner of, or qualified to own and operate, any rig that is Collateral or Opco Loan Collateral under the laws of the jurisdiction of the flag of such rig or under the laws of the jurisdiction of the location of such rig, or permit any rig (including each Initial Rig)
(i) to fail to remain in the same class as it is in on the date hereof or, as to rigs acquired by the Parent or a Subsidiary after the date hereof, in the same class as it was in on the date of such acquisition, (ii) to enter any war zone, or (iii) to be used for any unlawful purpose; provided, that this Section 5.02(y) shall not apply to an action that the Parent or such Subsidiary determines (i) is desirable in the conduct of the business of the Parent or such Subsidiary and is not disadvantageous in any material respect to the Lenders, or (ii) could not reasonably be expected, in the aggregate, to result in a Material Adverse Effect. Upon receipt of a written request therefor from the Borrower, if any rig that is Collateral is to be reflagged, the Collateral Agent will execute and deliver, at the Borrower's expense, all documents as may reasonably be requested to effect a release of the Liens on such rig held by the Collateral Agent (or if such Liens are held by the Collateral Trustee, the Collateral Agent will instruct the Collateral Trustee to execute and deliver, at the Borrower's expense, all such documents) pursuant to the Security Documents under the existing flag, provided that an Acceptable Security Interest in such rig is created under the new flag.
