Transfer of Rig Operators. Pursuant to the terms of the Assignments and Bills of Sale, the parties shall ensure that XXXXX xxxxx, conveys, assigns, transfers, sets over and delivers all of its rights, title and interest in, to and under each of DCL LLC, DIN LLC and DD3 LLC to RIGP DCL OPCO, RIGP DIN OPCO and RIGP DD3 OPCO, respectively, in exchange for the purchase price as determined under such agreement (the “Purchase Price”), and each of RIGP DCL OPCO, RIGP DIN OPCO and RIGP DD3 OPCO accepts such rights, title and interest from TODDI. The Purchase Price for each Rig Operator (a) shall equal the Fair Market Value of such Rig Operator, as adjusted to reflect the actual Net Working Capital of such Rig Operator and (b) shall be satisfied, in whole or in part, by the delivery of the Rig Operator Notes to TODDI.
Appears in 4 contracts
Samples: Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement, Contribution, Conveyance and Assumption Agreement (Transocean Partners LLC)
