SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
<PAGE>

         2.11 COMPLIANCE WITH LAWS. There has been no failure by Seller, Manager
or Stockholder to comply with any federal, state or local law, statute,
ordinance, rule or regulation in any respect that could have an adverse effect
on Buyer's ability to conduct normal operations of the Business with the Assets
after the Closing or on the ability of Seller, Manager or Stockholder to
consummate the transactions contemplated hereby.

         2.12 TAX RETURNS AND REPORTS. All federal, state, local and foreign
income, excise, property, sales, use, payroll, informational and other tax
returns and reports of the Seller (collectively, the "Tax Returns") have been
timely filed (including pursuant to extensions) with the appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed, and all such returns and reports properly reflect the
taxes of Seller for the periods covered thereby. All federal income, excise and
payroll taxes, and, only insofar as the same relates to the Business and Assets,
all state, local and foreign income, excise, property, sales and use taxes,
assessments, interest, penalties, deficiencies, fees and other governmental
charges or impositions which are reflected as due by the Tax Returns, or which
are due or are claimed to be due with respect to the periods covered thereby,
from Seller (the "Taxes"), have been properly accrued or paid. Seller has not
received any notice of assessment or proposed assessment by the Internal Revenue
Service ("IRS") or any other taxing authority in connection with any Tax Returns
and there are no pending tax examinations of any Tax Returns of or tax claims in
respect of the Tax Returns asserted against Seller or the Assets. There has been
no disregard of any applicable statute, regulation, rule or revenue ruling in
the preparation of any Tax Return applicable to Seller. There are no tax liens
on any of the Assets except for Liens for current taxes not yet due and payable.
There is no basis for any additional assessment of any Taxes, penalties or
interest with respect to Seller that would affect the Assets or the Business.
Seller has not waived any law or regulation fixing, or consented to the
extension of, any period of time for assessment of any Taxes which waiver or
consent is currently in effect.

         2.13 LITIGATION. (a) Except as set forth in Schedule 2.13, there are no
actions, claims, suits, investigations, inquiries or proceedings pending against
Seller, Manager or Stockholder or in rem against any of the Assets or threatened
against Seller, Manager or Stockholder or in rem against any of the Assets, at
law or in equity, in any court, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or other
instrumentality which could be expected to (i) affect the validity or
enforceability of this Agreement or the documents contemplated hereby to be
executed by Seller, Manager and/or Stockholder, (ii) restrict the continuing
transaction of business with the customers of the Business, (iii) delay
consummation of the transactions contemplated hereby or (iv) establish a Lien
against any of the Assets; and (b) neither Seller, Manager nor Stockholder is in
violation of any order, decree, judgment, award, determination, ruling or
regulation of any court, governmental department, commission, board, bureau,
agency or other instrumentality, the result of which violation individually or
violations in the aggregate has had or could be expected to have an adverse
effect on the Business or the Assets or could be expected to (i) affect the
validity or enforceability of this Agreement or the documents contemplated to be
executed by Seller, Manager and/or Stockholder, (ii) restrict the continuing
transaction of business with the customers of the Business or the documents
contemplated hereby to be executed by Seller, Manager and/or Stockholder, (iii)
delay consummation of the transactions contemplated hereby; or (iv) establish a
Lien against any of the Assets.



                                       14