Common use of At each Closing Clause in Contracts

At each Closing. (a) Rowan shall deliver to the Company and Saudi Aramco each of the following: (i) 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 due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (ii) 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 Company an amount equal to the Shortfall Amount; or (ii) greater than the Asset Contribution Value of the 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 terms of this Agreement and the Shareholders’ Agreement, for the issue of subordinated shareholder loans, with a face value equal to the Shortfall Amount; (c) Saudi Aramco shall deliver to the Company and Rowan a certificate in the form attached hereto as Schedule 10 (Form of Saudi Aramco (Non-Contributing) Closing Certificate), dated the 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 consummation of the transactions contemplated hereby; (d) the Company shall deliver to Rowan and Saudi Aramco a certificate in the form attached hereto as Schedule 11 (Form of Company Closing Certificate), dated the applicable Asset Contribution Closing Date, 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 due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (e) other than where Clause 5.14 applies with respect to such Rig (or, in the case of a Replacement Rig, the Rig in respect of which such Replacement Rig is being contributed as 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 Asset Contribution Value of those Assets being contributed on the Asset Contribution Closing 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 substantially the form of Schedule 12 (Form of Joint Certificate of Asset Contribution Closing).

At each Closing. (a) Rowan shall deliver to the Company and Saudi Aramco each of the following: (i) 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 due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (ii) 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 Company an amount equal to the Shortfall Amount; or (ii) greater than the Asset Contribution Value of the 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 terms of this Agreement and the Shareholders’ Agreement, for the issue of subordinated shareholder loans, with a face value equal to the Shortfall Amount; (c) Saudi Aramco shall deliver to the Company and Rowan a certificate in the form attached hereto as Schedule 10 (Form of Saudi Aramco (Non-Contributing) Closing Certificate), dated the 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 consummation of the transactions contemplated hereby; (d) the Company shall deliver to Rowan and Saudi Aramco a certificate in the form attached hereto as Schedule 11 (Form of Company Closing Certificate), dated the applicable Asset Contribution Closing Date, 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 due authorization of the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (e) other than where Clause 5.14 applies with respect to such Rig (or, in the case of a Replacement Rig, the Rig in respect of which such Replacement Rig is being contributed as 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 Asset Contribution Value of those Assets being contributed on the Asset Contribution Closing 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 substantially the form of Schedule 12 (Form of Joint Certificate of Asset Contribution Closing).