SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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form sufficient and appropriate to accomplish the intended purposes set forth
therein and is binding on and enforceable against Stockholder and Stockholder's
spouse, such that Stockholder's spouse has no claim against the assets,
properties or interests of Stockholder and thus has no claim against the Assets,
including the Vessels, the Business relating to any such Assets, the
Optioned-Vessels, including the Optioned-Vessels, or the Optioned-Vessel
Businesses relating to any such Optioned-Vessel Assets. Neither Stockholder nor
Stockholder's spouse have taken any steps to abrogate, restrict, circumvent or
void the intended purposes and effects of the Marital Property Agreement, nor
have they failed to act, in any manner which could have the effect of
rescinding, withdrawing or making null and void the Marital Property Agreement,
and have taken all steps required under applicable Louisiana law to maintain the
effectiveness of the Marital Property Agreement, and such agreement is in full
force and effect as of the date of the execution of this Agreement and will
continue in full force and effect as of the Closing Date and as of the date of
the closing of the purchase of an Optioned-Vessel pursuant to the exercising of
an option under Section 5.13. Since the execution of the Marital Property
Agreement, neither Stockholder nor Stockholder's spouse have taken any action,
including co-mingling of funds, transmuting property, etc., affecting any of the
assets, interests or properties owned by Stockholder, including, the
Stockholder's separate ownership interest in Seller, Manager, the Assets the
Business, the Optioned-Vessels, including the Optioned-Vessels, or the
Optioned-Vessel Businesses relating to any such Optioned-Vessel Assets in
anyway, that could deem them to be community property or jointly owned property
of Stockholder and Stockholder's spouse. There has been nothing in Stockholder's
spouse's conduct, statements or actions that suggests that she would or could
take a position contrary to the facts that the Marital Property Agreement is now
and as of the Closing Date and as of the date of the closing of the purchase of
an Optioned-Vessel pursuant to the exercising of an option under Section 5.13
shall be valid and enforceable and that she does not and could not assert any
claim against any of the Stockholder's assets, interests or properties, and thus
not against the Assets, including the Vessels, the Business relating to any such
Assets, the Optioned-Vessels, including the Optioned-Vessels, or the
Optioned-Vessel Businesses relating to any such Optioned-Vessel Assets.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

         Buyer represents and warrants to Seller, Manager and Stockholder that:

         3.1 ORGANIZATION AND GOOD STANDING. Buyer is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware.

         3.2 AUTHORITY OF BUYER. Buyer has all requisite corporate power and
authority to enter into this Agreement and the documents contemplated hereby to
be executed by Buyer and to perform the obligations to be performed by Buyer
hereunder and thereunder. The execution, delivery and compliance by Buyer with
the terms of this Agreement and the documents contemplated hereby to be executed
by Buyer, and the consummation by Buyer of the transactions contemplated hereby
and thereby have been, or will be before the Closing, duly authorized by all
necessary corporate actions by Buyer. This Agreement has been duly executed and
delivered by Buyer. This Agreement constitutes, and the documents contemplated
hereby to be executed by Buyer upon their execution and delivery as herein
provided will constitute the 



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