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 8
                            CONDITIONS TO OBLIGATIONS
                       OF SELLER, MANAGER AND STOCKHOLDER

         Except as may be waived in writing by Seller, Manager and Stockholder,
the obligations of Seller, Manager and Stockholder to consummate this Agreement
and the transactions to be consummated by Seller, Manager and Stockholder
hereunder on the Closing Date shall be subject to the following conditions:

         8.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Buyer contained in this Agreement or in any certificate or document executed
and delivered by Buyer to Seller and Stockholder pursuant to this Agreement
shall be true and correct on the date made and shall be true and correct on and
as of the date of the delivery and execution of all documents required to
consummate the Closing as though such representations and warranties were made
at and as of such date.

         8.2 COMPLIANCE WITH AGREEMENT. On and as of the Closing Date, Buyer
shall have performed and complied in all material respects with the covenants
and agreements required by this Agreement to be performed and complied with by
Buyer on or before the Closing Date.

         8.3 CERTIFICATE OF OFFICER. Buyer shall have delivered to Seller an
officer's certificate, dated the Closing Date and signed on behalf of Buyer by
the Chief Executive Officer, President or a Vice President of Buyer, certifying
the fulfillment of the conditions specified in Sections 8.1 and 8.2 hereof.

         8.4 NO ACTION OR PROCEEDING. On the Closing Date, no action or
proceeding by any public authority or any other person shall be pending before
any court or administrative body or overtly threatened to restrain, enjoin or
otherwise prevent the consummation of this Agreement or the transactions
contemplated hereby, and no action or proceeding by any public authority or
private person shall be pending before any court or administrative body or
overtly threatened to recover any damages or obtain other relief as a result of
this Agreement or the transactions contemplated herein or as a result of any
agreement entered into in connection with or as a condition precedent to the
consummation thereof, which action or proceeding could reasonably be expected to
result in a decision, ruling or finding which would have a material adverse
effect on the ability of Buyer to fulfill its obligations under this Agreement.

         8.5 CONSENTS, AUTHORIZATIONS, ETC. All orders, consents, permits,
authorizations, approvals and waivers of every governmental entity or third
party required for the consummation of the transactions contemplated hereby, and
all filings, registrations and notifications to or with all governmental
entities required with respect to the consummation of such transactions, shall
have been obtained or given; provided, however, that any third-party consent not
obtained by Seller, Manager or Stockholder, but waived by Buyer, shall not be an
unfulfilled condition hereunder.

         8.6 CORPORATE ACTION BY BUYER. All action necessary to authorize the
execution, delivery and performance by Buyer of this Agreement shall have been
duly and validly taken by Buyer and Buyer shall have delivered to Seller and
Stockholder copies, certified as at the Closing 



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