SEC Filings

8-K
HORNBECK OFFSHORE SERVICES INC /LA filed this Form 8-K on 08/07/2003
Entire Document
 
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                                   ARTICLE 4
           ACTIONS BY SELLER, MANAGER AND STOCKHOLDER PENDING CLOSING

         Seller, Manager and Stockholder shall (and Stockholder shall cause
Seller and Manager, as applicable, to), between the date hereof and the Closing
Date, comply with the provisions of this Article 4, except to the extent that
Buyer may otherwise consent in writing or to the extent otherwise required or
permitted by this Agreement.

         4.1 CONDUCT OF BUSINESS. Seller and Manager shall operate the Business
only in the usual, regular and ordinary manner and, to the extent consistent
with such operation, use its best efforts to maintain, preserve and protect the
Assets and the business organization of the Business, all in coordination and
cooperation with Buyer and shall keep available the services of its present
officers and employees and shall preserve the present relationships with persons
having dealings with Seller, Manager or Stockholder as the same relate to the
Business. Neither the Seller, Manager nor Stockholder shall take any of the
actions enumerated in Section 2.9 hereof or enter into any contract of the
nature enumerated in Section 2.16 hereof without the prior written approval of
Buyer.

         4.2 CONTINUED ADMINISTRATION. Seller will administer (or shall cause to
be administered) each and every employee benefit plan described in Schedule 2.16
hereto in accordance with the provisions of the Code and ERISA.

         4.3 RECORDS. Seller shall maintain (or shall cause to be maintained)
the books, accounts and records relating to the Business and Assets in the
usual, regular and ordinary manner.

         4.4 MAINTENANCE OF INSURANCE. Seller shall maintain (or shall cause to
be maintained) in full force and effect all of the presently existing insurance
coverage described in Schedule 2.19 hereto, or insurance comparable to such
existing coverage, and shall cause Buyer to receive the benefit of such coverage
from and after the Closing with respect to incidents occurring before the
Closing.

         4.5 REPORTS. Seller, Manager and Stockholder shall cause the Vessel
Owning Company to deliver to Buyer copies of all financial statements, reports
or analyses with respect to the Business which are prepared or received between
the date hereof and the Closing Date promptly after such preparation or receipt
and regardless of whether such financial statements, reports or analyses are
prepared internally or by third parties. Seller, Manager and Stockholder agree
that the nature and timing of financial statements, reports and analyses with
respect to the Vessel Owning Company which have historically been regularly
prepared will not be changed.

         4.6 ADDITIONAL DISCLOSURE. From the date of this Agreement to and
including the Closing Date, Seller, Manager or Stockholder, as applicable,
shall, promptly after the occurrence thereof is known to Seller, Manager and/or
Stockholder, as applicable, advise Buyer of each event subsequent to the date
hereof which causes any covenant of Seller, Manager or Stockholder to be
breached or causes any representation or warranty of Seller, Manager or
Stockholder contained herein to no longer be true, correct or complete.



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