SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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         13.10 FURTHER ASSURANCES. Seller, Manager and/or Stockholder, on the
one hand, and Buyer, on the other hand, at any time after the Closing Date, will
promptly execute, acknowledge and deliver any further deeds, assignments,
conveyances and other assurances, documents and instruments of transfer,
reasonably requested by the other parties and necessary to comply with the
representations, warranties and covenants contained herein and will take any
action consistent with the terms of this Agreement that may reasonably be
requested by the other parties for the purpose of assigning, transferring,
granting, conveying, vesting and confirming ownership in or to Buyer, or
reducing to Buyer's possession, any or all of the Assets or effecting the
assumption of the Assumed Contracts.

         13.11 DRAFTING AND NEGOTIATION OF THE AGREEMENT. The parties
acknowledge and agree that the terms of this Agreement have been fully
negotiated by the parties, that the parties have equal bargaining power and that
the fact that one party may have drafted the terms of this Agreement shall not
be construed for or against the drafting party in interpreting any of the terms
of this Agreement. Furthermore, each of the parties acknowledge and agree that
they have made their own assessment, with the assistance of their legal counsel
and other advisors, of the terms of this Agreement, the transactions
contemplated herein and any actions and filings required to be taken and made by
each such party to consummate the transactions contemplated in this Agreement.

         13.12 LIMITATION OF LIABILITY; NO CONSEQUENTIAL DAMAGES. Under no
circumstance shall a Party be liable to any other Party hereto for
consequential, speculative, indirect, incidental, punitive or exemplary damages
or for loss of profits or business revenues.

         13.13 EXCLUSIVITY. If this Agreement is terminated due to Seller's,
Manager's or Stockholder's failure to satisfy any of their obligations under
Article 7 (unless otherwise waived by Buyer), including the failure to
consummate the Predicate Transaction, then, for a period of one (1) year
following the termination of this Agreement, if Seller, Manager, Stockholder or
any affiliate of such parties (the "Seller Related Parties") directly or
indirectly acquire ownership of the Vessel, Buyer shall have an exclusive right
to purchase the Vessel and related non-Vessel Assets on substantially the terms
set forth in this Agreement, at a price (including related Assets) determined
consistent with the pricing in this Agreement, provided that Buyer's acquisition
costs are reasonably consistent with the Predicate Transaction with respect to
the Vessel and the non-Vessel assets only. Within three (3) days of the direct
or indirect acquisition of the Vessel by any of the Seller Related Parties, such
party shall notify Buyer in writing of such acquisition and Buyer shall have
fifteen (15) days after its receipt of such notice to notify the Seller Related
Parties of its intent to exercise its right to purchase any the Vessel and
related Assets. The Parties shall thereafter use reasonable commercial efforts
to close the purchase of the Vessel and related Assets within forty-five (45)
days after such exercise. If, on the other hand, the Predicate Transaction does
not close and for whatever reason the Vessel Owning Companies desire to sell the
Vessel and related Assets to any other party, Stockholder and Manager
acknowledge and agree that they shall act in good-faith and use their best
efforts, in all of their various capacities with respect to the Vessel Owning
Companies, and subject to any fiduciary duties owed to the Vessel Owning
Companies to (i) cause the Vessel Owning Companies to give Buyer an exclusive
right to purchase any the Vessel and related Assets under substantially the
terms set forth in this Agreement or (ii) if such sale cannot be effected
despite their best efforts, to provide Buyer with an opportunity to match any
other offers made by any other party for the purchase of 



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