Common use of Fleet Assets Clause in Contracts

Fleet Assets. (a) Section 5.09(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by Parent or any of its Subsidiaries (the “Parent Fleet Assets”), including, as applicable with respect to each Parent Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Parent Fleet Asset is “cold stacked,” “warm stacked” or is being prepared to be “cold stacked” or “warm stacked.” Neither Parent nor any of its Subsidiaries leases or charters-in any drilling units or vessels. (b) Parent or its Subsidiaries has good and marketable title to the Parent Fleet Assets, as set forth on Section 5.09(a) of the Parent Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Parent Fleet Asset or any related asset is leased under an operating lease from a lessor that, to Parent’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Parent Fleet Asset. Parent has made available to the Company true, correct and complete copies of all current class status reports from the relevant class societies relating to Parent Fleet Assets. (c) To the extent consistent with its operating status, each Parent Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) Parent and each of its Subsidiaries operates each Parent Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent. Parent and each of its Subsidiaries are qualified in all material respects to own and operate the Parent Fleet Assets, as set forth on Section 5.09(a) of the Parent Disclosure Letter, under Applicable Law, including the Applicable Laws of each Parent Fleet Asset’s flag state. (e) To the extent consistent with its operating status, each Parent Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to Parent’s knowledge no event has occurred and no condition exists that would cause such Parent Fleet Asset’s class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 5.09(a4.10(a) of the Parent Company Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by Parent the Company or any of its Subsidiaries or Joint Venture Affiliates (the “Parent Company Fleet Assets”), including, as applicable with respect to each Parent Company Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Parent Company Fleet Asset is “cold stacked,” “warm stacked” or is being prepared to be “cold stacked” or “warm stacked.” Neither Parent the Company nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) Parent The Company or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Parent Company Fleet Assets, as set forth on Section 5.09(a4.10(a) of the Parent Company Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Parent Company Fleet Asset or any related asset is leased under an operating lease from a lessor that, to Parentthe Company’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Parent Company Fleet Asset. Parent The Company has made available to the Company Parent true, correct and complete copies of all current class status reports from the relevant class societies relating to Parent Company Fleet Assets. (c) To the extent consistent with its operating status, each Parent Company Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) Parent The Company and each of its Subsidiaries and Joint Venture Affiliates operates each Parent Company Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. Parent The Company and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Parent Company Fleet Assets, as set forth on Section 5.09(a4.10(a) of the Parent Company Disclosure Letter, under Applicable Law, including the Applicable Laws of each Parent Company Fleet Asset’s flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Parent Company Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to Parentthe Company’s knowledge no event has occurred and no condition exists that would cause such Parent Company Fleet Asset’s class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 5.09(a4.10(a) of the Parent Company Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by Parent the Company or any of its Subsidiaries or Joint Venture Affiliates (the “Parent "Company Fleet Assets”"), including, as applicable with respect to each Parent Company Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Parent Company Fleet Asset is “"cold stacked,” “" "warm stacked” " or is being prepared to be “"cold stacked” " or “"warm stacked.” " Neither Parent the Company nor any of its Subsidiaries or Joint Venture Affiliates leases or charters-in any drilling units or vessels. (b) Parent The Company or its Subsidiaries or Joint Venture Affiliates has good and marketable title to the Parent Company Fleet Assets, as set forth on Section 5.09(a4.10(a) of the Parent Company Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Parent Company Fleet Asset or any related asset is leased under an operating lease from a lessor that, to Parent’s the Company's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Parent Company Fleet Asset. Parent The Company has made available to the Company Parent true, correct and complete copies of all current class status reports from the relevant class societies relating to Parent Company Fleet Assets. (c) To the extent consistent with its operating status, each Parent Company Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) Parent The Company and each of its Subsidiaries and Joint Venture Affiliates operates each Parent Company Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. Parent The Company and each of its Subsidiaries and Joint Venture Affiliates are qualified in all material respects to own and operate the Parent Company Fleet Assets, as set forth on Section 5.09(a4.10(a) of the Parent Company Disclosure Letter, under Applicable Law, including the Applicable Laws of each Parent Company Fleet Asset’s 's flag state. To the extent consistent with its operating status, each Company Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Company Fleet Asset in the trades and geographic areas in which it is operated. (e) To the extent consistent with its operating status, each Parent Company Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to Parent’s the Company's knowledge no event has occurred and no condition exists that would cause such Parent Company Fleet Asset’s 's class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.

Fleet Assets. (a) Section 5.09(a) of the Parent Disclosure Letter sets forth a true, correct and complete list of all drilling units and vessels owned by Parent or any of its Subsidiaries (the “"Parent Fleet Assets”"), including, as applicable with respect to each Parent Fleet Asset: the name, registered owner, capacity (gross tonnage or deadweight tonnage, as specified therein), year built, classification society, class, IMO number, flag state, and whether any such Parent Fleet Asset is “"cold stacked,” “" "warm stacked” " or is being prepared to be “"cold stacked” " or “"warm stacked.” " Neither Parent nor any of its Subsidiaries leases or charters-in any drilling units or vessels. (b) Parent or its Subsidiaries has good and marketable title to the Parent Fleet Assets, as set forth on Section 5.09(a) of the Parent Disclosure Letter, in each case free and clear of all Liens other than any Permitted Liens and no such Parent Fleet Asset or any related asset is leased under an operating lease from a lessor that, to Parent’s 's knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such Parent Fleet Asset. Parent has made available to the Company true, correct and complete copies of all current class status reports from the relevant class societies relating to Parent Fleet Assets. (c) To the extent consistent with its operating status, each Parent Fleet Asset has been maintained consistent with general practice in the offshore drilling industry and is in good operating condition and repair, subject to ordinary wear and tear. To the extent consistent with its operating status, each Parent Fleet Asset is seaworthy, has all material national and international operating certificates and endorsements, each of which is valid, that are required for the operation of such Parent Fleet Asset in the trades and geographic areas in which it is operated. (d) Parent and each of its Subsidiaries operates each Parent Fleet Asset, as applicable, in compliance with all Applicable Law and Maritime Guidelines, except where such failure to be in compliance has not had and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent. Parent and each of its Subsidiaries are qualified in all material respects to own and operate the Parent Fleet Assets, as set forth on Section 5.09(a) of the Parent Disclosure Letter, under Applicable Law, including the Applicable Laws of each Parent Fleet Asset’s 's flag state. (e) To the extent consistent with its operating status, each Parent Fleet Asset is classed by a classification society which is a member of the International Association of Classification Societies and possesses class certificates free from overdue conditions affecting class and valid through the date of this Agreement, and, to Parent’s 's knowledge no event has occurred and no condition exists that would cause such Parent Fleet Asset’s 's class to be suspended or withdrawn, and is duly and lawfully documented under the laws of its flag jurisdiction.