Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws laws of the its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of Parent, Merger Sub 1 the Company and Merger Sub 2 its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such approvals, qualification or properties or conduct of its business requires such qualificationlicensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so organized, validly existingduly approved, qualified or licensed and in good standing, or to have such power or authority, would not have, and standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Each A true, correct and complete list of Parentall the Subsidiaries of the Company, Merger Sub 1 identifying (i) the name, jurisdiction of incorporation or organization, and Merger Sub 2 has made available to type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company true and complete copies each of its other Subsidiaries and (iv) the percentage of the charter and bylaws outstanding share capital or other governing documents equity or similar interests of Parenteach such Subsidiary owned by any other Person in each such Subsidiary, Merger Sub 1 and Merger Sub 2is set forth on Section 3.01(a) of the Company Disclosure Letter. (b) Each The Company has delivered or made available to Parent, prior to execution of Parent’s Significant Subsidiaries this Agreement, true, correct and complete copies of (i) is a legal entity duly organizedthe restated certificate of incorporation of the Company in effect as of the date of this Agreement (the “Company Charter”), validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power the amended and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation restated by-laws of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies in effect as of the charter and bylaws date of this Agreement (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards“Company By-laws”). (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction State of its organization Maryland and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing, or to have such power or authority authority, has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to the Company true Parent complete and complete accurate copies of the charter and bylaws (bylaws, or similar equivalent organizational or governing documents) , of each Significant Subsidiary of Parent. the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each as currently in effect. (b) Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true an accurate and complete list of each Significant Company Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, including a list of Parent and its each Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), or a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary, (ii) the type and percentage of interest held, directly or indirectly, by the Company in each Company Subsidiary or in each such Person, (iii) the names and the type of and percentage of interest held by any Person other than the Company or a Company Subsidiary in each Company Subsidiary, and (iv) the classification for United States federal income tax purposes of each Company Subsidiary. Each of All the issued and outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards, other than Permitted Liens. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Parent is a corporation duly incorporated and validly subsisting under the Canada Business Corporations Act (the “CBCA”). Merger Sub 1 and Merger Sub 2 is a legal entity corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Parent and Merger Sub has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Parent Subsidiary other than Merger Sub is a legal entity duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be, where such concept is recognized, in good standing, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 the other Parent Subsidiaries is qualified to do business and and, where such concept is recognized, is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere such concept is recognized, qualified or in good standing, or to have such power or authority, would has not have, had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has filed with the SEC, prior to the date hereof, a complete and accurate copy of the restated certificate of incorporation and restated articles of incorporation, the certificate of amendment and articles of amendment and By-Law No. 1 of Parent (the “Parent Governing Documents”). The Parent Governing Documents are in full force and effect and Parent is not in violation of the Parent Governing Documents. Parent has made available to the Company true complete and complete accurate copies of the charter certificates of incorporation and bylaws (bylaws, or similar equivalent organizational or governing documents, of Merger Sub and each Parent Subsidiary that constitutes a “significant subsidiary” of Parent within the meaning of Item 601(b)(21)(ii) of Regulation S-K as of December 31, 2017 including Merger Sub (collectively, the “Parent Subsidiary Governing Documents”). The Parent Subsidiary Governing Documents are in full force and effect and none of the Parent Subsidiaries is in violation of their respective Parent Subsidiary Governing Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Significant Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly-owned, directly or indirectly, by Parent free and clear of Parentall Liens, other than Permitted Liens. Section 5.1(b4.1(b) of the Parent Disclosure Letter sets forth a true an accurate and complete list of each Significant Parent Subsidiary of and each Person in which Parent and its or any Parent Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation or organization. Each of , as the outstanding shares of capital stock or other equity securities (including partnership interestscase may be, limited liability company interests or other equity interests) of each Parent Subsidiary or such other Person and (ii) the type and percentage of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and ownedinterest held, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant in each Parent Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdictioneach such other Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 Parent and Merger Sub 2 is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent. Each of Parent and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationqualification or license, except where the failure to be so organizedqualified, validly existing, qualified licensed or in good standing, or to have such power or authority standing would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. material impact on Parent. (b) Parent has made available to the Company prior to the date of this Agreement a true and complete copies copy of the charter Organizational Documents of Parent as amended and bylaws in effect through the date hereof. (or similar organizational documentsc) of each Significant Subsidiary of Parent. Section 5.1(b5.1(c) of the Parent Disclosure Letter sets forth a true and complete list of Schedule lists each Significant Subsidiary of Parent and its jurisdiction of organizationorganization and specifies each of the Subsidiaries of Parent that is (i) a “public utility” within the meaning of Section 201(e) of the FPA or (ii) a “qualifying facility” within the meaning of PURPA, or that owns such a qualifying facility. Each Parent has made available to the Company true, correct and complete copies of the Organizational Documents of each Significant Subsidiary of Parent, as amended and in effect on the date hereof. (d) Parent is, directly or indirectly, the owner of all of the outstanding shares of capital stock or other equity securities interests of each Subsidiary of Parent, free and clear of any Liens and free of any other limitation or restriction (including partnership interestsany limitation or restriction on the right to vote, limited liability company interests sell, transfer or otherwise dispose of such capital stock or other equity interests) ). All of each of Parent’s Significant Subsidiaries is such capital stock or other equity interests so owned by Parent have been duly authorized, validly issued, fully paid and nonassessable (and ownedno such shares have been issued in violation of any preemptive or similar rights). Except for the shares of capital stock or other equity interests of each Subsidiary and Joint Venture of Parent, Parent does not own, directly or indirectly, by Parent any shares of capital stock or by a direct other equity or indirect wholly owned Significant Subsidiary of Parent, free and clear of ownership interests in any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity AwardsPerson. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, HoldCo, Avian Merger Sub, United Merger Sub, Blocker Merger Sub 1 and Merger Sub 2 each other Parent Subsidiary is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of the its respective jurisdiction of its organization or formation and has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 Parent and Merger Sub 2 the Parent Subsidiaries is qualified to do business and is in good standing as a foreign corporation corporation, limited liability company or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the case of the Parent Subsidiaries, where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would standing has not have, been and would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and the Parent Subsidiaries, taken as a whole. The Existing Parent Material Adverse Effect. Each of Parent, Merger Sub 1 Charter and Merger Sub 2 has made available to the Company true Existing Parent Bylaws are in full force and complete copies effect and Parent is not in violation of the charter and bylaws Existing Parent Charter or other governing documents of Parent, Merger Sub 1 and Merger Sub 2. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Existing Parent Material Adverse EffectBylaws. Parent has made available to the Company true prior to the date hereof complete and complete accurate copies of the charter Existing Parent Charter and bylaws the Existing Parent Bylaws. (b) All the issued and outstanding shares of capital stock of, units of or similar organizational documents) other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent free and clear of each Significant Subsidiary of Parentall Liens, other than Permitted Liens. Section 5.1(b4.1(b) of the Parent Disclosure Letter sets forth a true an accurate and complete list of each Significant Parent Subsidiary of and each Person in which Parent and its or any Parent Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation, formation or organization. Each of , as the outstanding shares of capital stock or other equity securities (including partnership interestscase may be, limited liability company interests or other equity interests) of each Parent Subsidiary or such other Person, (ii) the type and percentage of Parent’s Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and ownedinterest held, directly or indirectly, by Parent in each Parent Subsidiary or in each such other Person, and (iii) the names and the type of and percentage of interest held by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Person other than Parent or any of its Significant Subsidiaries, which is subject to classification, is a Parent Subsidiary in class (each Parent Subsidiary or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdictioneach such other Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company has made available to the Company Parent true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 and Merger Sub 2the Company. (b) Each of Parentthe Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parentthe Company’s Subsidiaries. Section 5.1(b4.1(b) of the Parent Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent the Company and its Company Unconsolidated Affiliate and each Subsidiary’s and Company Unconsolidated Affiliate’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the wholly owned Subsidiaries (except for the Company Consolidated Entities) is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent the Company or by a direct or indirect wholly owned Significant Subsidiary of Parentthe Company, free and clear of any Liens. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of the non-wholly owned Subsidiaries and Company Joint Ventures owned by the Company or any Subsidiary is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent the Company owns any Parent Shares Company Shares, Company Options or Parent Equity AwardsCompany RSUs. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is a legal entity duly organized, validly existing and in good standing under the Laws of the its jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 and Merger Sub 2 The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority, would (1) has not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Each Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parentthe Company to consummate the Transactions, Merger Sub 1 including the Offer and Merger Sub 2 has made available the Merger, prior to the Outside Date. The Company true has filed with the SEC, prior to the date hereof, a complete and complete copies accurate copy of the charter Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and bylaws or other governing documents effect and the Company is not in violation of Parent, Merger Sub 1 and Merger Sub 2the Company Governing Documents. (b) Each of Parent’s Significant Subsidiaries (i) Company Subsidiary is a legal entity duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing, or to have such power or authority (1) has not and would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. Parent The Company has made available to Parent complete and accurate copies the Company true certificates of incorporation and complete copies bylaws, or equivalent organizational or governing documents, of each of the charter Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each as currently in effect. (c) All the issued and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its jurisdiction of organization. Each of the outstanding shares of capital stock of, or other equity securities (including partnership interestsinterests in, limited liability company interests or other equity interests) of each of Parent’s Significant Subsidiaries is duly authorized, Company Subsidiary have been validly issued, issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, the Company free and clear of any all Liens, other than Permitted Liens. No direct or indirect Significant Section 4.1(c) of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary of Parent owns any Parent Shares or Parent Equity Awards. (c) Each drilling unit owned or leased by Parent and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of its Significant Subsidiariesincorporation or organization, which is subject to classificationas the case may be, is of each Company Subsidiary or such other Person, (ii) the type and percentage of interest held, directly or indirectly, by the Company in class (each Company Subsidiary or in laid up statuseach such other Person, (iii) the names and free the type of suspension and percentage of interest held by any Person other than the Company or cancellation to class, a Company Subsidiary in each Company Subsidiary or in each such other Person and is registered under (iv) the flag classification for U.S. federal income Tax purposes of its flag jurisdictioneach Company Subsidiary.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent, Merger Sub 1 Parent and Merger Sub 2 is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of Parent, Merger Sub 1 conducted and Merger Sub 2 is (ii) qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent, Merger Sub 1 and Merger Sub 2 Parent has made available to the Company true and complete copies of the charter and bylaws or other governing documents of Parent, Merger Sub 1 Parent and Merger Sub 2Sub. (b) Each of Parent’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company true and complete copies of the charter and bylaws (or similar organizational documents) of each Significant Subsidiary of Parent’s Subsidiaries. Section 5.1(b) of the Parent Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of Parent and its each Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of Parent’s Significant the Subsidiaries (except for the Parent Joint Ventures) is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by Parent or by a direct or indirect wholly owned Significant Subsidiary of Parent, free and clear of any Liens. No direct or indirect Significant Subsidiary of Parent owns any Parent Shares Shares, Parent Options or Parent Equity AwardsRestricted Shares. (c) Each drilling unit owned or leased by Parent or any of its Significant Subsidiaries, which is subject to classification, is in class (or in laid up status) and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.