SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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         (a) Consents. Copies of all required consents and approvals;

         (b) Specific Assignments. Specific assignments of the Certificates, as
well as the contracts and leases identified in Schedule 2.6 and any significant
contracts, proprietary information and permits that Buyer may reasonably request
to assure their continuity, together with any consents to such assignments that
may be required;

         (c) Certificate of Secretary. A Certificate of the Secretary of Seller
and Manager attesting to the incumbency and the signature specimens with respect
to the officers of such entity executing the Agreement and any other document
delivered pursuant to the Agreement by or on behalf of such entity, and
attesting to such other instruments and documents as counsel for Buyer shall
reasonably request;

         (d) Releases. Releases in substantially the form attached hereto as
Appendix E of any and all claims that Seller, Manager and Stockholder may have
against the Business, the Assets, and Buyer and its affiliates, except as may
arise hereunder or under any documents executed in connection herewith; and

         (e) Other Requested Documents. Further instruments and documents, in
form and content reasonably satisfactory to counsel for Buyer, as may be
necessary or reasonably appropriate more fully to consummate the transactions
contemplated hereby.

         7.19 FUNDING. Buyer shall have secured sufficient equity and/or debt
financing and otherwise generated sufficient cash flows to fund the purchase of
the Assets, including, without limitation, the Vessel.

         7.20 AUDIT. Buyer shall be satisfied with the completion of the audit
on the balance sheets, income statements and statements of cash flows with
respect to All the Vessel Owning Companies, all to the extent necessary to
provide audited financial statements as referenced above with respect to the
Business, the Five Vessel Businesses and the Optioned-Vessel Businesses, for the
years ended December 31, 2001 and 2002, and of unaudited financial statements
for any quarters and other interim periods during the fiscal periods ending
December 31, 2002 and in 2003, and shall have received an audit opinion without
qualification from its auditor in connection with the above referenced audited
financial statements or, if the audits are completed to the satisfaction of
Buyer as referenced above with respect to the Business and the Five Vessel
Business but are not completed for the Optioned-Vessel Businesses, Buyer shall
have determined, in its sole discretion, that an audit can be successfully
completed, allowing the presentation of financial information on a combined
financial basis, with respect to the Optioned-Vessel Businesses, and that it
will be able to receive an audit opinion without qualification from its auditor
in connection with such audited financial statements.

         7.21 TERMINATION OF MANAGEMENT AGREEMENT. Seller shall deliver to Buyer
documentation evidencing termination of the Management Agreement.



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