Upon a Rig Total Loss Event. (a) the Rig and the Rig Assets related exclusively to the Rig Total Loss Event shall be excluded from the definitions of: (i) the Rigs; and (ii) the Rig Assets for all purposes under this agreement and shall not be sold or transferred to the Buyer or its Related Persons on Completion; (b) if applicable, the Completion Books and Records and the Completion Fixtures and Fittings related exclusively to the Rig Total Loss Event shall be excluded from the definitions of: (i) Completion Books and Records; and (ii) Completion Fixtures and Fittings for all purposes under this agreement and shall not be sold or transferred to the Buyer or its Related Persons on Completion; (c) if applicable, the NLN Books and Records and the NLN Fixtures and Fittings related exclusively to the Rig Total Loss Event shall be excluded from the definitions of: (i) NLN Books and Records; and (ii) NLN Fixtures and Fittings for all purposes under this agreement and shall not be sold or transferred to the Buyer or its Related Persons on the NLN Completion; (d) the Drilling Agreement related to the Rig Total Loss Event shall not be novated to, or assumed by, the Buyer or its Related Persons, and such Drilling Agreement shall be excluded from the definition of Drilling Agreements for all purposes under this agreement and shall not be transferred or novated to the Buyer or its Related Persons on Completion or the NLN Completion (as the case may be); (e) the rig-based employees related exclusively to the Rig Total Loss Event shall be excluded from the definitions of Completion Rig Employees or the NLN Rig Employees (as the case may be) for all purposes under this agreement and shall not be transferred to the Buyer or its Related Persons on Completion or the NLN Completion (respectively); and (f) the Buyer on the one hand, and the Seller Parties on the other hand, shall not have any further obligation or liability to the other with respect to such Rig and such other related assets and employees.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Noble Corp), Asset Purchase Agreement (Noble Finance Co), Asset Purchase Agreement (Noble Finance Co)