Common use of Rigs Clause in Contracts

Rigs. (a) The Transferred Rigs listed in Schedule 2.1(a) are the only Rigs used or held for use in the Business. At the Closing, the Rigs shall be free and clear of all Liens. Except as disclosed on Schedule 4.11(a), the Transferred Rigs are duly documented under the laws and flag of their respective flag state, solely in the name of one of the Sellers, and each Transferred Rig carries valid and current classification documentation and certificates, without recommendation. Except as disclosed on Schedule 4.11(a), all major repairs and maintenance have been performed and completed on each operating Transferred Rig in accordance with any applicable rules or requirements of the respective classification society. (b) Each operating Transferred Rig is in satisfactory operating condition in all material respects for use under its applicable drilling Contract. Each Transferred Rig that is cold or warm stacked or otherwise not operating is safely afloat, or securely and safely jacked up. Prior to the date of this Agreement, Sellers have delivered to Purchasers (i) to the best of Sellers’ Knowledge, a complete list of Equipment identified by site, whether at a Rig or Sellers’ yard, at which such Equipment is located as of the date hereof, and (ii) copies of the maintenance records for each of the Rigs, and such records are accurate and complete in all material respects.