SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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benefits of any refundable credits for ad valorem taxes assessed for calendar
2003 on the Vessel or other non-Vessel Assets based on any such date prior to
the Closing Date, Buyer agrees to reimburse Seller for Buyer's pro rata share of
ad valorem taxes assessed on the Vessel or other non-Vessel Assets for such
calendar year, prorated based on the number of days before and after the Closing
Date, which reimbursement amount shall in no event exceed $33,333. Each of the
parties hereto agrees that, notwithstanding which party is the recipient of the
notice of assessment of ad valorem taxes related to the Vessel or any other
non-Vessel Assets for calendar 2003, it is the intent of the parties hereto to
cooperate with each other to give effect to the allocation of costs set forth in
the preceding portions of this paragraph, including to the extent legally
permissible, cooperating in the claiming of refundable tax credits to mitigate
the economic burden of such taxes on the parties. The parties hereto further
acknowledge that this cooperation may also require cooperation with the Vessel
Owning Companies, as possible recipients of tax statements. Any obligation of
Buyer under this paragraph shall be mitigated by and to the extent Seller is
reimbursed for or otherwise receives benefits relating to ad valorem taxes with
respect to the Vessel and non-Vessel Assets as a result of the terms and
conditions of the Predicate Transaction. Seller shall be solely responsible and
shall hold Buyer harmless from and against any ad valorem taxes assessed on the
Vessel and non-Vessel Assets with respect to periods prior to calendar 2003.

         1.8 ON BOARD DIESEL FUEL. Seller and Manager shall use, and Stockholder
shall cause Seller and Manager to use, reasonable commercial efforts to ensure
that the Vessel has a minimum of 10,000 gallons of diesel fuel on board the
Vessel at the time of Closing. The parties hereto shall verify the amount of
diesel fuel on board the Vessel by any means acceptable to the parties as soon
as practicable after the Closing. The parties acknowledge that the first 10,000
gallons of diesel fuel on board the Vessel has been paid for as part of the
Purchase Price and no additional consideration shall be paid for same. If the
aggregate amount of diesel fuel on board the Vessels exceeds 10,000 gallons,
Buyer shall pay to Seller an amount equal to the number of gallons of diesel
fuel exceeding 10,000 multiplied by $0.86 per gallon. If the aggregate amount of
diesel fuel on board the Vessel is below 10,000 gallons, Seller shall pay to
Buyer an amount equal to the number of gallons of diesel fuel below 10,000
multiplied by $0.86 per gallon. Any payment required of Seller or Buyer, as the
case may be, shall be paid within ten (10) days after such payment is requested.
A payment made by Seller pursuant hereto shall be deemed to reduce the Purchase
Price by an amount equal to the amount paid by Seller. A payment made by Buyer
pursuant hereto shall be deemed to increase the Purchase Price by an amount
equal to the amount paid by Buyer. In the event of a dispute between the parties
with respect to the amount of diesel fuel on board the Vessels or the amount
that is owed by a party with respect thereto, the parties shall engage an
independent marine surveyor acceptable to them to resolve such dispute. The
determination of such independent marine surveyor shall be binding on the
parties and the engagement fees and expenses of such accountant shall be shared
equally by Buyer and Seller.

                                   ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES
                       OF SELLER, MANAGER AND STOCKHOLDER

         Seller, Stockholder and Manager hereby jointly and severally represent
and warrant to Buyer as set forth below.



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