Common use of At each Closing Clause in Contracts

At each Closing. (a) the Company shall do all (but not part only unless the Purchaser so agrees) of the following: (i) issue such Bonds to the Purchaser free and clear from all Encumbrances; (ii) deliver to the Purchaser a copy of the resolutions of the meeting(s) of the Board certified as true and complete copies of the originals by a Director approving and/or ratifying the execution of this Agreement and the performance of the Company’s obligations under this Agreement and the matters set out in Clause 5.2; and (iii) procure the entry in the register of holders of the Bonds which shall be maintained by the Company in accordance with the requirements of such Bond Instruments of the name of the Purchaser as the holder of such Bonds, and deliver to or to the order of the Purchaser Certificate(s) (in such number as shall have been notified by the Purchaser to the Company at least two Business Days prior to such Closing) by the Company representing the full amount of the Bonds and substantially in the form set out in such Bond Instruments. (b) on or prior to the First Closing, the Finance Documents (excluding the Additional Bonds and the Bond Instrument governing the Additional Bonds), each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by all the Parties thereto on or prior to such Closing; (c) on or prior to the Second Closing, the Additional Bonds and the Bond Instrument governing the Additional Bonds, each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by the Company on or prior to such Closing; (d) there shall have been delivered to the Purchaser (in the forms (to the extent that such forms are available at the date of this Agreement)) attached hereto as Annexes A and B), opinions addressed to the Purchaser, dated each Closing Date, of: (i) ▇▇▇▇▇▇▇ & Co., legal advisor to the Obligors as to Hong Kong law; and (ii) Proskauer Rose LLP, legal advisor to the Obligors as to United States and Delaware law; and such other resolutions, consents, authorities and documents relating to the issue of the Bonds and/or required under or pursuant to the Finance Documents, as the Purchaser may reasonably require; (e) on or prior to the First Closing, each Obligor (other than ▇▇ ▇▇▇ ▇▇▇-lu) shall have delivered to the Purchaser solicitor’s certified true copies of the relevant resolutions and board minutes and other corporate proceedings, in each case approving the Bonds and the other Finance Documents to which it is a party and the transactions contemplated under this Agreement; (f) on or prior to the First Closing, there shall have been delivered to the Purchaser all the documents which effect the appointment of a Bondholder Director and an Observer to the Board pursuant to the terms of the Investor Rights Deed; (g) on or prior to the First Closing, the Purchaser shall have been delivered the Charged Shares together with an instrument of transfer as provided in the Share Charge; (h) on or prior to the First Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the First Closing); (i) on or prior to the Second Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the Second Closing); and (j) the Purchaser shall pay or cause to be paid to the Company the aggregate principal amount of the Bonds to be acquired on such Closing Date (less, in the case of the First Closing, the sum of US$250,000) by remitting the same to such bank account as shall have been notified by the Company to the Purchaser not less than one Business Day prior to the corresponding Closing Date or in such other manner as the Company and the Purchaser may agree (for the avoidance of doubt, any bank charges for the remittance thereof shall be borne by the Company).

At each Closing. (a) Rowan shall deliver to the Company shall do all (but not part only unless the Purchaser so agrees) and Saudi Aramco each of the following: (i) issue such Bonds a certificate from Rowan in the form attached hereto as Schedule 9 (Form of Rowan’s Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Rowan are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the Purchaser free due authorization of the execution, delivery and clear from all Encumbrancesperformance of this Agreement and the consummation of the transactions contemplated hereby; (ii) deliver the documents listed in Schedule 5 (Delivery Documents) in respect of the relevant Assets; and 12 US-DOCS\80810184.2 Exhibit 2.1 (iii) possession, custody, control, free of any Liens, other than Permitted Liens, and otherwise on the terms and conditions of this Agreement, of the applicable Assets in The Kingdom; (b) where such Asset Contribution is in respect of a Replacement Rig (and its related Assets) whose Asset Contribution Value is: (i) less than the Asset Contribution Value of the Rig (and its related Assets) for which it is being contributed as a replacement, Rowan shall pay to the Purchaser a copy Company an amount equal to the Shortfall Amount; or (ii) greater than the Asset Contribution Value of the resolutions Rig (and its related Assets) for which it is being contributed as a replacement, Saudi Aramco shall pay to the Company an amount equal to the Shortfall Amount and the Company shall enter into a subordinated shareholder loan agreement in favour of Saudi Aramco, in accordance with the meeting(s) of the Board certified as true and complete copies of the originals by a Director approving and/or ratifying the execution terms of this Agreement and the performance Shareholders’ Agreement, for the issue of the Company’s obligations under this Agreement and the matters set out in Clause 5.2; and (iii) procure the entry in the register of holders of the Bonds which shall be maintained by the Company in accordance subordinated shareholder loans, with the requirements of such Bond Instruments of the name of the Purchaser as the holder of such Bonds, and deliver to or a face value equal to the order of the Purchaser Certificate(s) (in such number as shall have been notified by the Purchaser to the Company at least two Business Days prior to such Closing) by the Company representing the full amount of the Bonds and substantially in the form set out in such Bond Instruments. (b) on or prior to the First Closing, the Finance Documents (excluding the Additional Bonds and the Bond Instrument governing the Additional Bonds), each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by all the Parties thereto on or prior to such ClosingShortfall Amount; (c) on or prior Saudi Aramco shall deliver to the Second ClosingCompany and Rowan a certificate in the form attached hereto as Schedule 10 (Form of Saudi Aramco (Non-Contributing) Closing Certificate), dated the Additional Bonds applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Saudi Aramco are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the Bond Instrument governing consummation of the Additional Bonds, each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by the Company on or prior to such Closingtransactions contemplated hereby; (d) there the Company shall have been delivered deliver to the Purchaser (Rowan and Saudi Aramco a certificate in the forms (to the extent that such forms are available at the date of this Agreement)) form attached hereto as Annexes A and BSchedule 11 (Form of Company Closing Certificate), opinions addressed to dated the Purchaser, dated each applicable Asset Contribution Closing Date, of: (i) ▇▇▇▇▇▇▇ & Co., legal advisor confirming that the relevant Warranties from the Company are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the Obligors as to Hong Kong law; and (ii) Proskauer Rose LLP, legal advisor to the Obligors as to United States and Delaware law; and such other resolutions, consents, authorities and documents relating to the issue due authorization of the Bonds and/or required under or pursuant to execution, delivery and performance of this Agreement and the Finance Documents, as consummation of the Purchaser may reasonably requiretransactions contemplated hereby; (e) on or prior to the First Closing, each Obligor (other than ▇▇ ▇▇▇ ▇▇▇-lu) shall have delivered where Clause 5.14 applies with respect to the Purchaser solicitor’s certified true copies of the relevant resolutions and board minutes and other corporate proceedings, in each case approving the Bonds and the other Finance Documents to which it is a party and the transactions contemplated under this Agreement; such Rig (f) on or prior to the First Closing, there shall have been delivered to the Purchaser all the documents which effect the appointment of a Bondholder Director and an Observer to the Board pursuant to the terms of the Investor Rights Deed; (g) on or prior to the First Closing, the Purchaser shall have been delivered the Charged Shares together with an instrument of transfer as provided in the Share Charge; (h) on or prior to the First Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the First Closing); (i) on or prior to the Second Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the Second Closing); and (j) the Purchaser shall pay or cause to be paid to the Company the aggregate principal amount of the Bonds to be acquired on such Closing Date (lessor, in the case of the First Closinga Replacement Rig, the sum Rig in respect of US$250,000) by remitting the same to which such bank account Replacement Rig is being contributed as shall have been notified by a replacement for), the Company shall enter into the relevant subordinated shareholder loan agreements in favour of Rowan, in accordance with the terms of the Shareholders’ Agreement, for the issuance of subordinated shareholder loans to Rowan with a face value equal to the Purchaser not less than one Business Day prior to Asset Contribution Value of those Assets being contributed on the corresponding Asset Contribution Closing Date Date; and (f) the Parties (or their duly authorised representatives) shall jointly execute a certificate, dated the Asset Contribution Closing Date, confirming that the Asset Contribution Closing has occurred, in such other manner as substantially the Company and the Purchaser may agree form of Schedule 12 (for the avoidance Form of doubt, any bank charges for the remittance thereof shall be borne by the CompanyJoint Certificate of Asset Contribution Closing).

At each Closing. (a) Rowan shall deliver to the Company shall do all (but not part only unless the Purchaser so agrees) and Saudi Aramco each of the following: (i) issue such Bonds a certificate from Rowan in the form attached hereto as Schedule 9 (Form of Rowan’s Closing Certificate), dated the applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Rowan are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the Purchaser free due authorization of the execution, delivery and clear from all Encumbrancesperformance of this Agreement and the consummation of the transactions contemplated hereby; (ii) deliver the documents listed in Schedule 5 (Delivery Documents) in respect of the relevant Assets; and US-DOCS\80810184.2 (iii) possession, custody, control, free of any Liens, other than Permitted Liens, and otherwise on the terms and conditions of this Agreement, of the applicable Assets in The Kingdom; (b) where such Asset Contribution is in respect of a Replacement Rig (and its related Assets) whose Asset Contribution Value is: (i) less than the Asset Contribution Value of the Rig (and its related Assets) for which it is being contributed as a replacement, Rowan shall pay to the Purchaser a copy Company an amount equal to the Shortfall Amount; or (ii) greater than the Asset Contribution Value of the resolutions Rig (and its related Assets) for which it is being contributed as a replacement, Saudi Aramco shall pay to the Company an amount equal to the Shortfall Amount and the Company shall enter into a subordinated shareholder loan agreement in favour of Saudi Aramco, in accordance with the meeting(s) of the Board certified as true and complete copies of the originals by a Director approving and/or ratifying the execution terms of this Agreement and the performance Shareholders’ Agreement, for the issue of the Company’s obligations under this Agreement and the matters set out in Clause 5.2; and (iii) procure the entry in the register of holders of the Bonds which shall be maintained by the Company in accordance subordinated shareholder loans, with the requirements of such Bond Instruments of the name of the Purchaser as the holder of such Bonds, and deliver to or a face value equal to the order of the Purchaser Certificate(s) (in such number as shall have been notified by the Purchaser to the Company at least two Business Days prior to such Closing) by the Company representing the full amount of the Bonds and substantially in the form set out in such Bond Instruments. (b) on or prior to the First Closing, the Finance Documents (excluding the Additional Bonds and the Bond Instrument governing the Additional Bonds), each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by all the Parties thereto on or prior to such ClosingShortfall Amount; (c) on or prior Saudi Aramco shall deliver to the Second ClosingCompany and Rowan a certificate in the form attached hereto as Schedule 10 (Form of Saudi Aramco (Non-Contributing) Closing Certificate), dated the Additional Bonds applicable Asset Contribution Closing Date, confirming that the relevant Warranties from Saudi Aramco are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the due authorization of the execution, delivery and performance of this Agreement and the Bond Instrument governing consummation of the Additional Bonds, each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by the Company on or prior to such Closingtransactions contemplated hereby; (d) there the Company shall have been delivered deliver to the Purchaser (Rowan and Saudi Aramco a certificate in the forms (to the extent that such forms are available at the date of this Agreement)) form attached hereto as Annexes A and BSchedule 11 (Form of Company Closing Certificate), opinions addressed to dated the Purchaser, dated each applicable Asset Contribution Closing Date, of: (i) ▇▇▇▇▇▇▇ & Co., legal advisor confirming that the relevant Warranties from the Company are true and correct as at the Asset Contribution Closing Date and enclosing a secretary’s certificate attesting to the Obligors as to Hong Kong law; and (ii) Proskauer Rose LLP, legal advisor to the Obligors as to United States and Delaware law; and such other resolutions, consents, authorities and documents relating to the issue due authorization of the Bonds and/or required under or pursuant to execution, delivery and performance of this Agreement and the Finance Documents, as consummation of the Purchaser may reasonably requiretransactions contemplated hereby; (e) on or prior to the First Closing, each Obligor (other than ▇▇ ▇▇▇ ▇▇▇-lu) shall have delivered where Clause 5.14 applies with respect to the Purchaser solicitor’s certified true copies of the relevant resolutions and board minutes and other corporate proceedings, in each case approving the Bonds and the other Finance Documents to which it is a party and the transactions contemplated under this Agreement; such Rig (f) on or prior to the First Closing, there shall have been delivered to the Purchaser all the documents which effect the appointment of a Bondholder Director and an Observer to the Board pursuant to the terms of the Investor Rights Deed; (g) on or prior to the First Closing, the Purchaser shall have been delivered the Charged Shares together with an instrument of transfer as provided in the Share Charge; (h) on or prior to the First Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the First Closing); (i) on or prior to the Second Closing, the Purchaser shall have had delivered to it the notes or instruments together with instruments of transfer or assignments as provided in the Assignment Agreement (in respect of any relevant loans made by the Company prior to or as at the Second Closing); and (j) the Purchaser shall pay or cause to be paid to the Company the aggregate principal amount of the Bonds to be acquired on such Closing Date (lessor, in the case of the First Closinga Replacement Rig, the sum Rig in respect of US$250,000) by remitting the same to which such bank account Replacement Rig is being contributed as shall have been notified by a replacement for), the Company shall enter into the relevant subordinated shareholder loan agreements in favour of Rowan, in accordance with the terms of the Shareholders’ Agreement, for the issuance of subordinated shareholder loans to Rowan with a face value equal to the Purchaser not less than one Business Day prior to Asset Contribution Value of those Assets being contributed on the corresponding Asset Contribution Closing Date Date; and (f) the Parties (or their duly authorised representatives) shall jointly execute a certificate, dated the Asset Contribution Closing Date, confirming that the Asset Contribution Closing has occurred, in such other manner as substantially the Company and the Purchaser may agree form of Schedule 12 (for the avoidance Form of doubt, any bank charges for the remittance thereof shall be borne by the CompanyJoint Certificate of Asset Contribution Closing).