Excluded Rig definition

Excluded Rig means (a) each Rig listed on Schedule 1.1(e) hereto as of the Effective Date and (b) any Rig acquired or constructed after the Effective Date in connection with Indebtedness incurred, issued or assumed pursuant to Section 7.3(g) or Section 7.3(h), but solely to the extent and for so long as the terms of the applicable Indebtedness prohibit the mortgaging of such Rig hereunder.
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Excluded Rig means, subject to the immediately following sentence, a Rig (together with any related machinery and equipment required to operate the Rig) that is, as certified in an Officer’s Certificate delivered to the Collateral Agent (other than the Rig Noble ▇▇▇ ▇▇▇▇▇▇ (registered as of the Issue Date in Liberia under Official Number 15378 and to be renamed Shelf Drilling Winner) for which such an Officer’s Certificate shall be deemed delivered for the Drilling Contract Lien Restrictions in effect on the Escrow Release Date) as being, subject to (A) Drilling Contract Lien Restrictions or (B) in the case of any Rig acquired from a Person other than the Parent, the Issuer or any Subsidiary after the Escrow Release Date, a bid or proposal by the seller, the Issuer or any Subsidiary as of the date such Rig is so acquired for a drilling contract that contains Drilling Contract Lien Restrictions. Notwithstanding anything to the contrary in the foregoing sentence, (1) to the extent that the Excluded Rig ceases to be subject to any Drilling Contract Lien Restrictions (or if an applicable bid or proposal in respect of any Excluded Rig referred to in clause (B) above is not accepted), such Excluded Rig shall automatically cease to be an Excluded Rig, unless an Officer determines such Excluded Rig is reasonably expected within 90 days following the date on which such Excluded Rig ceases to be subject to such Drilling Contract Lien Restrictions or the date on which such Rig is so acquired from such Person, respectively, to be subject, to any Drilling Contract Lien Restrictions; (2) no more than one (1) Rig may constitute an Excluded Rig at any time; provided, that no Rig may constitute an Excluded Rig if fewer than three (3) Rigs are then owned by the Issuer and its Subsidiaries (provided, that in the case of a Total Loss of a Rig following two Asset Dispositions of Rigs permitted pursuant to Section 4.11(g) (neither of which was a Total Loss), to the extent only two (2) Rigs are then owned by the Issuer and its Subsidiaries in the aggregate without being subject to any Liens permitted pursuant to clause (6), (8) or (9) of the definition of Permitted Liens, the Issuer and its Subsidiaries shall be deemed to have owned three (3) Rigs if, within 365 days following the Issuer’s receipt of all of the Net Cash Proceeds of such Total Loss, the Rig Owners own at least three (3) Rigs not subject to any Lien permitted pursuant to clause (6), (8) or (9) of the definition of Permitted Li...
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Excluded Rig means any Rig acquired or constructed after the Issue Date in connection with Indebtedness incurred, issued or assumed pursuant to Section 4.03(b)(8), but solely to the extent and for so long as the terms of the applicable Indebtedness or any Permitted Refinancing Debt with respect thereto prohibit the mortgaging of such Rig hereunder.
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Examples of Excluded Rig in a sentence

  • If the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.1(f) is equal to or greater than 25% of the KSA Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(d).

  • If the Buyer does not deliver a Rig Total Loss Election Notice in accordance with this clause 7.2 the Buyer shall be deemed to have elected to reject the Total Loss Excluded Rig and the provisions of clause 7.5 shall apply.

  • The Company shall notify the Administrative Agent of any change in (i) ownership of a Collateral Rig or (ii) the jurisdiction of the flag under which any Rig of the Company or any of its Restricted Subsidiaries (other than any Excluded Rig) is registered (in all cases to an Acceptable Flag Jurisdiction), in each case, no later than three (3) Business Days following any such change.

  • The consideration for the Purchased Assets (the “Purchase Price”) consists of (i) the payment at the Closing by Purchaser of $92,500,000 for the Purchased Assets (“KSA Cash Consideration”), reduced by the amount of any Backlog Deduction and any Excluded Rig Deduction, as applicable, calculated on the Closing Date (the “Cash Consideration”) and (ii) the assumption by Purchaser of the Assumed Liabilities.

  • If the Initial Closing concerns the Kuwait Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.1(f) is equal to or greater than 25% of the Kuwait Cash Consideration, then Purchaser shall be entitled to terminate this Agreement, solely with respect to the Kuwait Assets, pursuant to Section 7.1(d).

  • If the Subsequent Closing concerns the Algeria Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.3(f) is equal to or greater than 25% of the Algeria Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(g).

  • If the Initial Closing concerns the Algeria Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.1(f) is equal to or greater than 25% of the Algeria Cash Consideration, then Purchaser shall be entitled to terminate this Agreement, solely with respect to the Algeria Assets, pursuant to Section 7.1(d).

  • If the Subsequent Closing concerns the Kuwait Assets and the aggregate Excluded Rig Deduction that would be available to Purchaser under Section 6.3(f) is equal to or greater than 25% of the Kuwait Cash Consideration, then Purchaser shall be entitled to terminate this Agreement pursuant to Section 7.1(g).


More Definitions of Excluded Rig

Excluded Rig means: (i) on the Third Amendment Effective Date, the Rigs Shelf Drilling Mentor (registered in Vanuatu under Official Number 2457), Shelf Drilling Tenacious (registered in Vanuatu under Official Number 2459), ▇▇▇▇▇▇▇▇ ▇▇▇▇ (registered in ▇▇▇▇▇▇▇▇ Islands under Official Number 1744) and Baltic (registered in Vanuatu under Official Number 1410), together with any related machinery and equipment required to operate such Rigs, with respect to which the drilling contracts applicable to such Rig as of the Third Amendment Effective Date (as such drilling contract may be extended, replaced or renewed with the same counterparty) contains Drilling Contract Lien Restrictions;
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Excluded Rig means: (i) on the Second Amendment Effective Date, the Rigs ▇▇▇▇▇▇▇▇ ▇▇▇▇ (registered in ▇▇▇▇▇▇▇▇ Islands under Official Number 1744) and Baltic (registered in Vanuatu under Official Number 1410), together with any related machinery and equipment required to operate such Rigs, with respect to which the drilling contracts applicable to such Rig as of the Second Amendment Effective Date (as such drilling contract may be extended, replaced or renewed with the same counterparty) contains Drilling Contract Lien Restrictions; (ii) each Rig (together with any related machinery and equipment required to operate such Rig) specified in an Officer’s Certificate delivered from time to time after the Second Amendment Effective Date by Borrower to the Administrative Agent as being subject to
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Related to Excluded Rig

  • Excluded Real Property (a) any Real Property that is subject to a Lien expressly permitted by Section 7.3(j) (solely to the extent that the Indebtedness secured by such Lien would prohibit a Lien on such Real Property to secure the Obligations) or Section 7.3(g) (solely to the extent securing Indebtedness under Sections 7.2(c) or 7.2(t)), (b) any Real Property with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the cost of providing a mortgage on such Real Property in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (c) any Real Property to the extent providing a mortgage on such Real Property would (i) result in material adverse tax consequences to Holdings or the Borrower or any of its Restricted Subsidiaries as reasonably determined by the Borrower (provided, that any such designation of Real Property as Excluded Real Property shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)), (ii) violate any applicable Requirement of Law, (iii) be prohibited by any applicable Contractual Obligations (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) to the extent such prohibition was not created in contemplation of a mortgage on such Real Property or (iv) give any other party (other than a Loan Party or a wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Real Property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) to the extent such right was not created in contemplation of a mortgage on such Real Property; provided that the Borrower may designate in a written notice to the Administrative Agent any Real Property not to constitute “Excluded Real Property”, whereupon the Borrower shall be obligated to comply with the applicable requirements of Section 6.8 as if it were newly acquired.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Obligor means any Obligor (a) that is an Affiliate of any Originator, the Parent or the Borrower (other than a Permitted Affiliate Obligor), or (b) that is designated as an Excluded Obligor by the Administrative Agent in its reasonable discretion upon ten (10) Business Days’ prior written notice from the Administrative Agent to the Borrower, the Lenders, the Servicer and the Parent.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Excluded Contract means, at any date, any rights or interest of the Borrower or any Guarantor under any agreement, contract, license, instrument, document or other general intangible (referred to solely for purposes of this definition as a “Contract”) to the extent that such Contract by the terms of a restriction in favor of a Person who is not the Borrower or any Guarantor, or any requirement of law, prohibits, or requires any consent or establishes any other condition for or would terminate because of an assignment thereof or a grant of a security interest therein by the Borrower or a Guarantor; provided that (i) rights under any such Contract otherwise constituting an Excluded Contract by virtue of this definition shall be included in the Collateral to the extent permitted thereby or by Section 9-406 or Section 9-408 of the Uniform Commercial Code and (ii) all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment of such Contract and all rights to receive such proceeds shall be included in the Collateral.