Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on Parent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the applicable entity and its Subsidiaries (as defined in Section 9.3(g)), taken as a whole, exclusive of such effects on general economic conditions or the oil and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 million, in the case of Parent, or $7.5 million, in the case of the Company. The copies of Parent's Restated Certificate of Incorporation and By-laws which have been delivered to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing (if applicable) would not, individually or in the aggregate, have a Material Adverse Effect on Parent. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parent.

Organization, Qualification, Etc. Each of Parent and Merger Sub (a) AH is a corporation limited liability company duly organized, validly existing and in good standing (or other equivalent status) under the laws of the State jurisdiction of Delaware its organization and has the requisite corporate limited liability company power and authority to own own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted or presently proposed to be conducted and is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not(or other equivalent status) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined below) on ParentAH. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company, as the case may beAH, means such state of facts, event, change or effect that that, individually or in the aggregate, has had, had or would could reasonably be expected to have, have a material adverse effect on the business, assets, results of operations or condition (financial condition or otherwise) of the applicable entity AH and its Subsidiaries (as defined in Section 9.3(g)hereinafter defined), taken as a wholewhole (except for any state of facts, exclusive of such effects on event, change or effect (i) relating to general economic conditions in the geographic areas in which AH and its Subsidiaries operate or invest or (ii) similarly affecting persons in the oil and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes AH and its Subsidiaries operate), or may that could reasonably be expected to cause materially impair the ability of AH or result in actual monetary loss which exceeds $75 million, in the case of Parent, or $7.5 million, in the case any of the CompanyMembers to perform its respective obligations under this Agreement or consummate the Mergers and the other transactions contemplated hereby. The copies of Parent's Restated Certificate of Incorporation and By-laws which have been delivered AH has made available to the Company are KT true, complete and correct copies of AH's Certificate of Formation and Amended and Restated Operating Agreement (the "AH Organizational Documents"), which AH Organizational Documents are in full force and effect on the date hereof. Each of Parent's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing (if applicable) would not, individually or in the aggregate, have a Material Adverse Effect on Parent. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parenteffect.

Organization, Qualification, Etc. Each of Parent and Merger Sub (a) The Company is a --------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined belowhereinafter defined) on Parentthe Company. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent the ----------------------- Company or the CompanyParent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations operations, prospects or financial condition of the applicable entity Company and its Subsidiaries (as defined in Section 9.3(g)8.12), taken as a whole, exclusive of such effects on general economic conditions or Parent and its Subsidiaries, taken as a whole, as the oil and gas case may be, other than any change, circumstance or contract drilling effect relating to (i) the - economy or securities markets in general, (ii) the industries in general. A Material Adverse Effect shall be deemed which the -- entity and its Subsidiaries operate and not specifically relating to exist if there shall occur the entity, (iii) the announcement, pendency or consummation of the Merger or any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 million, in the case of Parentother --- transaction contemplated by this Agreement, or $7.5 million(iv) any action required to be -- taken by the entity or any of its Subsidiaries by the terms hereof; or, in with respect to any such entity, any change, circumstance or event that would prevent, materially hinder or materially and unreasonably delay the case consummation of the Companytransactions contemplated by this Agreement by such entity. The copies of Parentthe Company's Restated Certificate and each Company Insurance Subsidiary's certificate of Incorporation incorporation and Byby-laws which have been delivered to the Company Parent are complete and correct and in full force and effect on the date hereofeffect. Each of Parentthe Company's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation or partnership duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing (if applicable) would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. All Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, all the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Significant Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are owned by Parentthe Company, directly or indirectly, free and clear of all liens, claims, charges or mortgages, encumbrances, except for restrictions contained pledges, security interests, equities or charges of any kind (each, a "Lien"). Except as set forth ---- in credit agreements and similar instruments to which Parent is a party under which no event Section 3.1(a) of default has occurred or arisen. There the Company Disclosure Schedule, there are no existing options, rights of first refusal, preemptive rights, calls calls, claims or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parentthe Company.

Organization, Qualification, Etc. Each Parent is a corporation duly organized, validly existing and in good standing under the laws of Parent the State of Delaware, and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Texas. Each of Parent and Merger Sub has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on Parent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the applicable entity and its Subsidiaries (as defined in Section 9.3(g))Subsidiaries, taken as a whole, exclusive of such effects on general economic conditions or the oil and gas gas, contract drilling, workover service or contract drilling oilfield service industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss not covered by insurance which exceeds $75 30 million, in the case of Parent, or $7.5 10 million, in the case of the Company. The copies of Parent's Restated Certificate of Incorporation and By-laws which have been delivered to the Company are complete and correct and in full force and effect on the date hereofof this Agreement. Each of Parent's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing (if applicable) in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Parent. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parent.

Organization, Qualification, Etc. Each of Parent and Merger Sub (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined belowin Section 9.4(b)) on Parent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the applicable entity and its Subsidiaries (as defined in Section 9.3(g)), taken as a whole, exclusive of such effects on general economic conditions or the oil and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 million, in the case of Parent, or $7.5 million, in the case of the Company. The copies of Parent's the Restated Certificate of Incorporation of the Company (the "Company Certificate") and the By-laws which of the Company (the "Company By-laws") that have been delivered to the Company Parent are complete and correct and in full force and effect on the date hereof, and the Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. (b) Each of Parentthe Company's Significant Subsidiaries (as defined in Section 9.3(f9.4(b)) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority and all necessary governmental approvals to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing (if applicable) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parentthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parent's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by Parent, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parent.3.2

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect (as defined below) on Parent. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent or the Company, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the applicable entity and its Subsidiaries (as defined in Section 9.3(g)), taken as a whole, exclusive of such effects on general economic conditions or the oil and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 million, in the case of Parent, or $7.5 million, in the case of the Company. The copies of Parentthe Company's Amended and Restated Certificate of Incorporation and By-laws which have been delivered made available to the Company Parent are complete and correct and in full force and effect on the date hereofof this Agreement. Each of Parentthe Company's Significant Subsidiaries (as defined in Section 9.3(fRegulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) (a) is a corporation corporation, general partnership, limited partnership or limited liability company duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, (b) has the requisite corporate, general partnership, limited partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and (c) is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except in the case of clauses (a) and (c) for jurisdictions in which the such failure to be so qualified or to be in good standing (if applicable) would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect on Parentthe Company and except in the case of clause (b) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Significant Subsidiaries are (y) validly issued, fully paid and non-assessable nonassessable and are (z) owned by Parentthe Company, directly or indirectly, free and clear of all liens, claims, charges or encumbrancesLiens, except in the case of clause (y) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company and except in the case of clause (z) for restrictions and Liens contained in credit agreements and similar instruments to which Parent the Company is a party under which no event of default has occurred or arisenParty and except for such exceptions as are disclosed in the Company SEC Reports and those that would be immaterial to the Company and its Subsidiaries, taken as a whole. There Except as set forth in the Company SEC Reports, there are no existing outstanding subscriptions, options, warrants, rights of first refusal, preemptive rights, calls or rights or other arrangements or commitments of any character relating obligating any Subsidiary of the Company to the issued or unissued issue any capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of Parentthe Company, except those that would be immaterial to the Company and its Subsidiaries, taken as a whole.

Organization, Qualification, Etc. Each of Parent and Merger Sub MDC is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Maryland and has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined belowhereinafter defined) on ParentMDC. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent MDC or the CompanyBoeing, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the applicable entity MDC and its Subsidiaries (as defined in Section 9.3(g)9.11), taken as a whole, exclusive of such effects on general economic conditions or the oil Boeing and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 millionits Subsidiaries, in taken as a whole, as the case of Parent, or $7.5 million, in the case of the Companymay be. The copies of ParentMDC's Restated Certificate of Incorporation charter and Byby-laws which have been delivered to the Company Boeing are complete and correct and in full force and effect on the date hereof. Each of ParentMDC's Significant Subsidiaries (as defined in Section 9.3(f)9.11) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which the such failure to be so qualified or to be in good standing (if applicable) would not, individually or in the aggregate, have a Material Adverse Effect on ParentMDC. All the outstanding shares of capital stock of, or other ownership interests in, ParentMDC's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by ParentMDC, directly or indirectly, free and clear of all liens, claims, charges or encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent MDC is a party under which no event of default has occurred or arisen. There are no existing options, rights of first refusal, preemptive rights, calls or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of ParentMDC (other than rights of first refusal, preemptive rights or similar rights held by MDC with respect to certain of such Subsidiaries).

Organization, Qualification, Etc. Each of Parent and Merger Sub The Company is a -------------------------------- corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the requisite corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or organized, existing and in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect (as defined belowhereinafter defined) on Parentthe Company or delay consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations hereunder. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to Parent the Company or the CompanyParent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations operations, assets, liabilities or financial condition of the applicable entity Company and its Subsidiaries (as defined in Section 9.3(g))Subsidiaries, taken as a whole, exclusive of such effects on general economic conditions or the oil Parent and gas or contract drilling industries in general. A Material Adverse Effect shall be deemed to exist if there shall occur any event which causes or may reasonably be expected to cause or result in actual monetary loss which exceeds $75 millionits Subsidiaries, in taken as a whole, as the case of Parent, may be. The Company has delivered or $7.5 million, in made available to the case Parent copies of the Company. The copies certificate of Parent's Restated Certificate of Incorporation incorporation and Byby-laws which have been delivered to or other similar organizational documents for the Company and each of its Significant Subsidiaries. Such certificates of incorporation and by-laws or other organizational documents are complete and correct and in full force and effect on effect, and neither the date hereofCompany nor any of its Significant Subsidiaries is in violation of any of the provisions of their respective certificates of incorporation, by-laws or similar organizational documents. Each of Parentthe Company's Significant Subsidiaries (as defined in Section 9.3(f)) is a corporation duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate power and authority and all governmental approvals required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is (if applicable) in good standing in each jurisdiction in which the ownership of its property properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or organized, existing and in good standing (if applicable) or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. All the outstanding shares of capital stock of, or other ownership interests in, Parentthe Company's Significant Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by Parentthe Company, directly or indirectly, free and clear of all liens, claims, charges or mortgages, encumbrances, except for restrictions contained in credit agreements and similar instruments to which Parent is pledges, security interests, equities or charges of any kind (each, a party under which no event of default has occurred or arisen"Lien"). There Other than the Subsidiaries, there are no existing optionsother Persons in which the Company owns, rights of first refusal, preemptive rights, calls record or commitments of any character relating to the issued or unissued capital stock or other securities of, or other ownership interests inbeneficially, any Significant Subsidiary of Parentdirect or indirect equity or similar interest or any right (contingent or otherwise) to acquire the same.