SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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                                   ARTICLE 5
                  COVENANTS OF SELLER, MANAGER AND STOCKHOLDER

         Seller, Manager and Stockholder covenant and agree with Buyer that:

         5.1 APPROVALS. Seller, Manager and Stockholder shall obtain, and shall
cooperate with Buyer in obtaining, as promptly as possible, all approvals,
authorizations and clearances of governmental and regulatory bodies and
officials required to consummate the transactions contemplated hereby. Seller,
Manager and Stockholder shall provide such other information and communications
to governmental and regulatory authorities, as such governmental and regulatory
authorities or Buyer may request and shall obtain the requisite consents of
third parties required to consummate the transactions contemplated hereby.
Notwithstanding any other language herein, Buyer shall not be required to make
any payment or other concession or to assume any obligation (other than with
respect to contracts expressly assumed hereunder) in connection with obtaining
such consents.

         5.2 COMPLIANCE WITH LEGAL REQUIREMENTS. Seller, Manager and Stockholder
shall comply promptly with all requirements which federal or state law may
impose on Seller, Manager, Stockholder or any of their respective affiliates
with respect to the transactions contemplated by this Agreement, and will
promptly cooperate with and furnish information to Buyer in connection with any
such requirements imposed upon it in connection therewith.

         5.3 BOOKS AND RECORDS. Seller and Manager shall make all their books
and records related to the operation of the Business or the Assets available to
Buyer during normal business hours for any reasonable business purpose or shall
deliver copies thereof to Buyer. Following the Closing Time, the Candy Cruiser,
Seller and Manager shall cause all the books and records of the Vessel Owning
Companies related to the Business or Assets and of all of the Optioned-Vessel
Assets and the Optioned-Vessel Businesses available to Buyer during normal
business hours for any reasonable business purpose or shall deliver copies
thereof to Buyer.

         5.4 INVESTIGATION BY BUYER. From and after the date hereof and until
the Closing Date, Seller, Manager and Stockholder shall each permit Buyer and
its counsel, accountants and other representatives reasonable access during
normal business hours to the properties, books, contracts, commitments and other
records directly related to the Business and Assets including without limitation
tax returns, declarations of estimated tax and tax reports, and, during such
period, Seller, Stockholder and Manager shall furnish promptly to Buyer all
other information concerning the Business, Assets and personnel as Buyer may
reasonably request; provided, however, that NO INVESTIGATION PURSUANT TO THIS
SECTION 5.4 OR OTHERWISE SHALL LIMIT THE EFFECT OF ANY REPRESENTATIONS OR
WARRANTIES CONTAINED IN THIS AGREEMENT.

         5.5 CERTAIN ACTS OR OMISSIONS. Seller, Manager and Stockholder shall
not (a) omit to take any action called for by any of their covenants contained
in this Agreement, or (b) take any action which they are required to refrain
from taking by any of such covenants. Seller, Manager and Stockholder shall,
before the Closing, cure any violation or breach of any of their
representations, warranties or covenants contained in this Agreement which
becomes known, 



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