SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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Date by the Secretary of Buyer, of all resolutions of the Board of Directors of
Buyer authorizing this Agreement and the transactions contemplated by this
Agreement.

         8.7 DELIVERY OF PURCHASE PRICE. The Purchase Price shall have been
delivered in the manner described in Section 1.3.

         8.8 PREDICATE TRANSACTION. Seller shall have consummated the Predicate
Transaction.

         8.9 OPINION OF COUNSEL. Seller, Stockholder and Manager shall have
received an opinion, addressed to such parties and dated the Closing Date, of
counsel for Buyer, in form and substance reasonably satisfactory to Seller,
Stockholder and Manager and their counsel.

         8.10 NO MATERIAL ADVERSE CHANGE. No incident or event shall have
occurred resulting in a material adverse change to HOSI and its subsidiaries
(including Buyer) taken as a whole; provided, however, that changes in economic
conditions or affecting the energy service sector or the offshore maritime
vessel industry, in either case as a whole, shall not constitute such a material
adverse change.

                                   ARTICLE 9
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The respective representations and warranties made by the parties in
this Agreement or in any certificate or document executed and delivered by
either party to the other party pursuant to this Agreement, shall survive the
Closing Date and the consummation of the transactions contemplated hereby,
regardless of any investigation made by the parties hereto for a period of
thirty-six (36) months following the Closing Date; provided, however, that
notwithstanding the foregoing, the representations and warranties of Seller,
Manager and Stockholder under (i) Sections 2.1, 2.3, 2.4, 2.5, 2.30 and the
first sentence of Sections 2.6(a) and (b) shall survive without time limitations
after the Closing Date and the consummation of the transactions contemplated
hereby; (ii) Sections 2.16 and 2.20 shall survive for a period of six (6) years
following the Closing Date and the consummation of the transactions contemplated
hereby; and (iii) Sections 2.12, 2.22 and 2.23 shall survive the Closing Date
for the period stated in the applicable statute of limitations governing the
subject matter thereof. Notice of indemnification claims for a breach of a
representation or warranty must be made in accordance with Section 10.3 below
before expiration of the applicable survival period, if any, set forth herein.

                                   ARTICLE 10
                                 INDEMNIFICATION

         10.1 INDEMNIFICATION OF PURCHASER INDEMNITEES. Seller, Manager and
Stockholder, jointly and severally, hereby agree to indemnify and hold the
Purchaser Indemnitees (as defined below) harmless from and against:

         (a) any and all liabilities, obligations, damages, deficiencies and
expenses resulting from any misrepresentation, breach of warranty or
nonfulfillment of any covenant or agreement on the part of Seller, Manager or
Stockholder under the terms of this Agreement;



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