Common use of Pre Closing Matters Clause in Contracts

Pre Closing Matters. Section 7.01 Covenants of the Seller prior to the Closing Date. From the date of this Agreement to the Closing Date, Seller shall cause the Vessel Owning Subsidiary to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not, and shall not permit the Vessel Owning Subsidiary to, take any action that would result in any of the conditions to the purchase and sale of Shares set forth in Article VIII not being satisfied. In addition the Seller hereby agrees and covenants that it: (a) shall cooperate with the Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Charter to the Buyer; (b) without prejudice to Section 5.10 and Section 8.02(d), shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to cancel and discharge any indebtedness, liability and obligation of any nature of the Vessel Owning Subsidiary in connection with the Credit Facility and terminate the Management Agreement; (c) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transactions contemplated under this Agreement; (d) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Vessel Owning Subsidiary and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (e) shall not amend, terminate, alter or otherwise modify or permit any amendment, termination, alteration or modification of any material provision of, or exercise or permit to be exercised any option contained in, the Charter of the Vessel Owning Subsidiary without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (f) shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (g) will not make, or allow to be made, any amendments to the Organizational Documents prior to any Closing Date without the prior written consent of the Buyer (such consent not to be unreasonably withheld); and (h) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to any Vessel.

Pre Closing Matters. Section 7.01 7.1 Covenants of the Seller prior Seadrill Prior to the Closing Date. From the date of this Agreement to the Closing Date, Seller Seadrill shall cause each of the Vessel Owning Subsidiary Transferred Subsidiaries to conduct its their business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not, and Seadrill shall not permit any of the Vessel Owning Subsidiary toTransferred Subsidiaries to enter into any material contracts or other material written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to the Company prior to the date of this Agreement, without the prior consent of the Company (such consent not to be unreasonably withheld). In addition, Seadrill shall not permit any of the Transferred Subsidiaries to take any action that would result in any of the conditions to the purchase contributions, purchases, sales and sale of Shares equity issuances set forth in Article VIII II not being satisfied. In addition the Seller Furthermore, Seadrill hereby agrees and covenants that it: (a) shall cooperate with the Buyer Company and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under each of the Charter to Transferred Subsidiary Contracts as a result of the Buyercontributions, purchases, sales and equity issuances set forth in Article II of this Agreement; (b) without prejudice to Section 5.10 and Section 8.02(d), shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to cancel and discharge any indebtedness, liability and obligation of any nature of the Vessel Owning Subsidiary in connection with the Credit Facility and terminate the Management Agreement; (c) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the Buyer Company in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority any governmental authority and each other Person that are required to consummate the transactions contemplated under this Agreement; (dc) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase contributions, purchases, sales and sale of the Vessel Owning Subsidiary equity issuances set forth in Article II and the execution execution, delivery and delivery performance of this Agreement and the other agreements and documents contemplated hereby; (ed) shall not amend, terminate, alter or otherwise modify or permit any amendment, termination, alteration or modification of any material provision of, of or exercise or permit to be exercised terminate any option contained in, the Charter of the Vessel Owning Drilling Contracts or any other Transferred Subsidiary Contract prior to the Closing Date without the prior written consent of the BuyerCompany, such consent not to be unreasonably withheld or delayed; (fe) shall not exercise or permit any exercise of any rights or options contained in any of the CharterDrilling Contracts, without the prior written consent of the BuyerCompany, such consent not to be unreasonably withheld or delayed; (gf) will not makeshall observe and perform in a timely manner, or allow to be madeall of its covenants and obligations under the Transferred Subsidiary Contracts, any amendments to if any, and in the Organizational Documents prior to any Closing Date without case of a default by another party thereto, it shall forthwith advise the prior written consent Company of such default and shall, if requested by the Buyer (Company, enforce all of its rights under such consent not to be unreasonably withheld); andTransferred Subsidiary Contracts, as applicable, in respect of such default; (hg) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to any Vesselof the Rigs other than in connection with the Rig Financing Agreements; and (h) shall permit representatives of the Company to make, prior to the Closing Date, at the Company’s risk and expense, such searches, surveys, tests and inspections of the Rigs as the Company may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Rigs or interfere with the activities of Seadrill or the customer thereon and that the Company shall furnish to Seadrill with evidence that the Company has adequate liability insurance in full force and effect. Section 7.2 Covenant of the Company Prior to the Closing Date. The Company hereby agrees and covenants that during the period of time after the date of the Agreement and prior to the Closing Date, the Company shall, in respect of the contributions, purchases, sales and equity issuances to be effected hereunder at the Closing Date, take, or cause to be taken, to the extent not already taken, all necessary limited liability company action, steps and proceedings to approve or authorize validly and effectively the contributions, purchases, sales and equity issuances and the execution, delivery and performance of this Agreement and any other agreements and documents contemplated hereby.

Pre Closing Matters. Section 7.01 Covenants of the Seller prior Prior to the Closing DateClosing. From the date of this Agreement to the Closing Date, Seller shall cause the Vessel Owning Subsidiary Subsidiaries to conduct its business their businesses in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall notnot permit the Subsidiaries to enter into any contracts or other written or oral agreements prior to the Closing Date, other than such contracts and agreements as have been disclosed to Buyer prior to the date of this Agreement, without the prior consent of Buyer (such consent not to be unreasonably withheld). In addition, Seller shall not permit the Vessel Owning Subsidiary to, Subsidiaries to take any action that would result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied. In addition the Furthermore, Seller hereby agrees and covenants that it: (a) shall cooperate with the Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Charter to the BuyerMaterial Agreements; (b) without prejudice to Section 5.10 and Section 8.02(d), shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to cancel and discharge any indebtedness, liability and obligation of any nature of the Vessel Owning Subsidiary in connection with the Credit Facility and terminate the Management Agreement; (c) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions transaction contemplated by this Agreement and to cooperate with the Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transactions transaction contemplated under this Agreement; (dc) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Vessel Owning Subsidiary Shares and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (ed) shall not amend, terminate, alter or otherwise modify or permit any amendment, termination, alteration or modification of any material provision of, of or exercise or permit terminate any Material Agreement prior to be exercised any option contained in, the Charter of the Vessel Owning Subsidiary Closing Date without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (fe) shall not exercise or permit any exercise of any rights or options contained in any of the CharterMaterial Agreements, without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (gf) will not makeshall observe and perform in a timely manner, or allow to be madeall of its covenants and obligations under the Material Agreements, any amendments to if any, and in the Organizational Documents prior to any Closing Date without case of a default by another party thereto, it shall forthwith advise Buyer of such default and shall, if requested by Buyer, enforce all of its rights under the prior written consent Material Agreements, as applicable, in respect of the Buyer (such consent not to be unreasonably withheld); anddefault; (hg) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to any Vesselthe Vessel other than in connection with the Eskimo Credit Facility; and (h) shall permit representatives of Buyer to make, prior to the Closing Date, at Buyer’s risk and expense, such searches, surveys, tests and inspections of the Vessel as Buyer may deem desirable; provided, however, that such surveys, tests or inspections shall not damage the Vessel or interfere with the activities of Seller or the Charterer thereon and that Buyer shall furnish Seller with evidence that Buyer has adequate liability insurance in full force and effect.

Pre Closing Matters. Section 7.01 Covenants If the Auction results in Ocwen and/or ▇▇▇▇▇▇ entering into a definitive agreement (a “Definitive Purchase Agreement”) with ResCap to purchase the Subject Assets (whether as a result of Ocwen being the “Successful Bidder” or the “Next-Highest Bidder”, as such terms are defined in the June 28, 2012 Sale Order related to the ResCap Bankruptcy), the parties shall cooperate with each other and take all steps reasonably necessary to consummate the transaction, including using commercially reasonable efforts to obtain any consents and approvals from governmental authorities, government sponsored enterprises and other parties (“Consents”) necessary to consummate the transaction. Ocwen shall be responsible for working with ResCap and, if applicable, preparing and filing all necessary Consents, and ▇▇▇▇▇▇ shall provide Ocwen with all information reasonably requested by Ocwen in connection therewith. Ocwen shall give ▇▇▇▇▇▇ a reasonable opportunity to review and comment on any portion of the Seller documents related to the Consents or otherwise prepared in connection with the consummation of the transaction that are reasonably related to ▇▇▇▇▇▇ or the ▇▇▇▇▇▇ Assets. If, prior to the Closing, Ocwen desires to (a) amend the Definitive Purchase Agreement or waive a right under the Definitive Purchase Agreement in a manner that could have a material adverse effect on the terms of the agreement as they relate to the purchase of the ▇▇▇▇▇▇ Assets or (b) terminate the Definitive Purchase Agreement, ▇▇▇▇▇▇ shall have a right to approve such amendment, waiver or termination (which approval shall not be unreasonably withheld). During the pre-closing period, the parties shall also consider in good faith whether, subsequent to the Closing and based on the division of the Subject Assets among the parties, the parties need to provide each other with transitional services to allow the parties to operate their respective Subject Assets subsequent to the Closing. If the parties determine that such transition services are necessary or desirable, prior to the Closing Date. From they shall negotiate in good faith the date terms of this Agreement to the Closing Date, Seller shall cause the Vessel Owning Subsidiary to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted. The Seller shall not, and shall not permit the Vessel Owning Subsidiary to, take any action that would result in any of the conditions to the purchase and sale of Shares set forth in Article VIII not being satisfied. In addition the Seller hereby agrees and covenants that it: (a) shall cooperate with the Buyer and use its reasonable best efforts to obtain, at or prior to the Closing Date, any consents required in respect of the transfer of the rights and benefits under the Charter to the Buyer; (b) without prejudice to Section 5.10 and Section 8.02(d), shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to cancel and discharge any indebtedness, liability and obligation of any nature of the Vessel Owning Subsidiary in connection with the Credit Facility and terminate the Management Agreement; (c) shall use its reasonable best efforts to take or cause to be taken promptly all actions and to do or cause to be done all things necessary, proper and advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the Buyer in connection with the foregoing, including using all reasonable best efforts to obtain all necessary consents, approvals and authorizations from each Governmental Authority and each other Person that are required to consummate the transactions contemplated under this Agreement; (d) shall take or cause to be taken all necessary corporate action, steps and proceedings to approve or authorize validly and effectively the purchase and sale of the Vessel Owning Subsidiary and the execution and delivery of this Agreement and the other agreements and documents contemplated hereby; (e) shall not amend, terminate, alter or otherwise modify or permit any amendment, termination, alteration or modification of any material provision of, or exercise or permit to be exercised any option contained in, the Charter of the Vessel Owning Subsidiary without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (f) shall not exercise or permit any exercise of any rights or options contained in the Charter, without the prior written consent of the Buyer, such consent not to be unreasonably withheld or delayed; (g) will not make, or allow to be made, any amendments to the Organizational Documents prior to any Closing Date without the prior written consent of the Buyer (such consent not to be unreasonably withheld); and (h) shall not cause or, to the extent reasonably within its control, permit any Encumbrances to attach to any Vesselan appropriate transition services agreement.