Common use of Contracts/Assignments Clause in Contracts

Contracts/Assignments. The lists of contracts and agreements identified on Schedules 1(c), (d) and (e) are complete and accurate lists of all contracts and agreements between Seller and any other person related to the Seller’s Drilling Business. Each of the contracts and agreements described or referred to in Schedules 1(c), (d) and 1(e) are valid and binding obligations of Seller and the other party or parties thereto. None of the parties to any of such contracts or agreements has terminated, canceled, or modified any of such contracts or agreements or given notice that it intends to do so and, to the best of Seller’s and Shareholder’s knowledge, neither Seller nor any other party is in default thereunder or will be with the giving of notice, the passage of time or both. During the Review Period (as defined in Section 7(a)), Seller agrees that it will not, without the written consent of the Purchaser, modify any of the contracts which Purchaser is to assume at Closing or otherwise perform after Closing. Each of the contracts and agreements identified on Schedules 1(c), (d) and (e) may be freely assigned by Seller to Purchaser without the requirement of any consent or approval, except as set forth in Schedule 5(g). True and complete copies of the contracts and agreements identified on Schedules 1(c), (d) and (e) have been provided to Purchaser and true and complete copies of any Drilling Contracts entered into after the Effective Date will be provided to Purchaser when such Drilling Contracts are executed by Seller. To the extent that performance by Seller of any Drilling Contract has commenced, Seller is performing such Drilling Contract in material compliance with its terms and there are no defaults thereunder or which would exist with the passage of time, the giving of notice or both and, to the best of Seller’s knowledge, there are no material adverse circumstances which exist or that the Seller has reason to believe will exist, which relate to the performance thereof, the completion of such Drilling Contract in accordance with its terms, and the receipt of payment for the performance thereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pioneer Drilling Co)

Contracts/Assignments. The lists of contracts and agreements identified on Schedules 1(c), (d) and (e) are complete and accurate lists of all contracts and agreements between Seller and any other person related to the Seller’s Drilling Business. Each of the contracts and agreements described or referred to in Schedules 1(c), (d) and 1(e) are are, to the Seller’s and Stockholders’ knowledge, valid and binding obligations of Seller and the other party or parties thereto. None Except as set forth in Schedule 6(g), none of the parties to any of such contracts or agreements has terminated, canceled, or modified any of such contracts or agreements or given notice that it intends to do so and, and to the best of Seller’s and Shareholder’s knowledge, knowledge neither Seller nor any other party is in default thereunder or will be with the giving of notice, the passage of time or both. During the Review Period (as defined in Section 7(a))Period, Seller agrees that it will not, without the written consent of the Purchaser, modify any of the contracts which Purchaser is to assume at Closing or otherwise perform after Closing. Each of the contracts and agreements identified on Schedules 1(c), (d) and (e) may be freely assigned by Seller to Purchaser without the requirement of any consent or approval, except as set forth in Schedule 5(g6(g). True and complete copies of the contracts and agreements identified on Schedules 1(c), (d) and (e) have been provided are attached to Purchaser this Schedules 1(c), (d) and (e) and true and complete copies of any Drilling Contracts entered into after the Effective Date will be provided to Purchaser when such Drilling Contracts are executed by Seller. To the extent that performance by Seller of any Drilling Contract has commenced, Seller is performing such Drilling Contract in material compliance with its terms and there are no defaults thereunder or which would exist with the passage of time, the giving of notice or both and, to the best of Seller’s knowledge, and there are no material adverse circumstances which exist or that the Seller has reason to believe will exist, which relate to the performance thereof, the completion of such Drilling Contract in accordance with its terms, and the receipt of payment for the performance thereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pioneer Drilling Co)