Exhibit 2.2
Certain identified information has been omitted from this document because it is both not material and is the type that the registrant treats as private or confidential, and has been marked with “[***]” to indicate where omissions have been made
Dated 20 November 2021 | |
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VANTAGE HOLDINGS INTERNATIONAL
ADES ARABIA HOLDING | |
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SHARE PURCHASE AGREEMENT relating to the entire issued share capital of | |
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Wikborg Rein LLP |
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Table Of Contents
1 Interpretation 1
2 Conditions 9
3 Sale and purchase 11
4 Purchase Price 11
5 Escrow Account; Deposit 12
6 Closing 12
7 Warranties 14
8 Limitations on Seller's liability 16
9 Tax Covenant 18
10 Indemnities 18
11 Restrictions on the Seller 19
12 Termination 21
13 Confidentiality and announcements 22
14 Further assurance 24
15 Assignment 25
16 Entire agreement 25
17 Variation and Waiver 25
18 Costs 26
19 Notices 26
20 Interest 27
21 Severance 27
22 Agreement survives Closing 28
23 Third party rights 28
24 Counterparts 28
25 Governing law and arbitration 28
Schedule 1 - Particulars of the Company 29
Schedule 2 - Closing Payment and Purchase Price Adjustment 30
Schedule 3 - Conditions 33
Schedule 4 - Conduct between signing and Closing 35
Schedule 5 - Wire payment instructions 39
Schedule 6 - Closing Accounts 40
Schedule 7 - Warranties 44
Schedule 8 - Particulars of the Properties 59
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Schedule 9 - Disclosure Schedule 60
Schedule 10 - Tax Covenant 61
Schedule 11 - Excepted Material Adverse Change Adjustment 62
Schedule 12 - Capital Expenditure Spreadsheet 63
Schedule 13 - Asset Register 64
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THIS AGREEMENT IS MADE ON THE 20TH DAY OF November 2021
Between
Recitals
It is hereby agreed
The definitions and rules of interpretation in this clause apply in this Agreement.
"Accounts" means the audited IFRS financial statements of the Company as at and to the Accounts Date (copies of which are included in the Disclosed Documents).
"Accounts Date" means December 31, 2020.
"Adjustment Date" means the tenth (10th) Business Day following the date on which the Closing Accounts and the Purchase Price Statement are agreed or determined in accordance with Schedule 6.
"AFEs" means the Company's authorisations for expenditures as at the Closing Date in connection with the delivery of the relevant Drilling Unit to, and acceptance of the relevant Drilling Unit by, the Drilling Customer under respectively the Aquamarine Driller Contract and the Sapphire Driller Contract.
"Aquamarine Driller" means the jack‑up drilling unit known as Aquamarine Driller, having IMO No.8769652 registered under the flag of Panama with official number 3489909B.
"Aquamarine Driller Contract" has the meaning set out in paragraph 1.2(a) of Schedule 3.
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"Branch Accounts" means the audited IFRS financial statements of the Company’s Qatar branch as at and to the Accounts Date (copies of which are included in the Disclosed Documents).
"Business" means the business of the Company, namely the ownership and operation of the Emerald Driller and (after they have been purchased by the Company) the Aquamarine Driller and the Sapphire Driller.
"Business Day" means a day when banks in New York City, London, Dubai and Cairo are open for business.
“Business Information” means all information, know-how and techniques (in whatever form held), relating to the Business, including information with respect to:
“Business Records” all records and other storage media, regardless of form or characteristics, containing Business Information or on or in which Business Information is recorded or stored, whether machine-readable or not (including computer disks, hard drives, servers, universal serial bus (USB) sticks, the cloud, books, photographs and other documentary materials).
"Cash" has the meaning set out in paragraph 1 of Schedule 6.
"Claim" means a claim for or in connection with (i) any breach of any of the Warranties or (ii) any other obligation of the Seller under this Agreement or the Tax Covenant, excluding however (a) Indemnity Claims, (b) claims for breach of (x) the covenants in Schedule 4; and (y) Clauses 11.1-11.5 and 13, (c) claims under clauses 10.5, 12 (Termination), 14 (Further assurance) and 15 (Assignment).
"Classification Society" means DNV.
"Closing" means the closing of the sale and purchase of the Sale Share in accordance with this Agreement.
"Closing Accounts" has the meaning set out in paragraph 1 of Schedule 6.
"Closing Agenda" means a document, in agreed form, identifying the documents to be delivered by the Buyer and Seller at Closing and the business to be conducted at board meetings of the Company held at Closing.
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"Closing Date" has the meaning set out in clause 6.2.
"Closing Payment" has the meaning set out in Schedule 2.
"Company" means Emerald Driller Company, incorporated and registered in the Cayman Islands as an exempted company, limited by shares further details of which are set out in Schedule 1.
"Conditions" means the conditions to Closing, being the matters set out in Schedule 3.
"Consents" has the meaning given in paragraph 5.2 of Part A of Schedule 7.
"Contract Preparation Works" means the works performed or to be performed pursuant to the AFEs.
"Director" means each person who is a director of the Company, as set out in Schedule 1.
"Disclosed" means fairly disclosed (with sufficient details and accuracy to identify the nature and scope of the matter disclosed) in or under the Disclosure Schedule; including information contained in the Disclosed Documents to the extent it satisfies this definition.
"Disclosed Documents" means those of the documents appearing in the electronic data room maintained by Donnelley Financial Solutions ("DFS") and as they relate to the Company and its business and assets which are referred to in the Disclosure Schedule as “Disclosed Documents” (a download of which documents shall, for evidential purposes, be delivered by DFS between the signing date of this Agreement and the Closing Date, to the Buyer and the Seller).
"Disclosure Schedule" means Schedule 9 to this Agreement.
"Drilling Contracts" means the Emerald Driller Contract, the Aquamarine Driller Contract and the Sapphire Driller Contract (and "Drilling Contract" means any of them).
"Drilling Customer" means Total E&P Golfe Limited and North Oil Company (as the case may be) in respect of the Emerald Driller Contract and North Oil Company in respect of Aquamarine Driller Contract and Sapphire Driller Contract or their respective successors and/or assigns (and "Drilling Customer" means either of them).
"Drilling Units" means the Emerald Driller, the Aquamarine Driller and the Sapphire Driller (and "Drilling Unit" means any of them).
"Effective Date" has the meaning set out in clause 2.1.1.
"Effective Time" has the meaning set out in paragraph 1 of Schedule 6.
"Emerald Driller" means the jack‑up drilling unit known as Emerald Driller, having IMO No.8770053 registered under the flag of Panama with official number 3462409B.
"Emerald Driller Contract" has the meaning set out in paragraph 1.1(a) of Schedule 3.
"Employee" has the meaning set out in paragraph 14.1 of Part A of Schedule 7.
"Encumbrance" means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, encumbrance, security interest, title retention or any other security agreement or arrangement.
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"Escrow Account" means the USD account to be opened by the Escrow Agent pursuant to the Escrow Agreement.
"Escrow Agent" means U.S. Bank National Association.
"Escrow Agreement" means the agreement, in agreed form, between the Buyer, the Seller and the Escrow Agent instructing and authorising the Escrow Agent to establish and operate the Escrow Account.
"Estimated NOC Preparation Expenditures" has the meaning given in Schedule 2.
"Estimates Statement" has the meaning set out in clause 4.2.
"Excepted Material Adverse Change" means any of the following:
"Excepted Material Adverse Change Adjustment" means an adjustment of the Purchase Price to be determined or calculated in accordance with Schedule 11 in the event an Excepted Material Adverse Change occurs before Closing.
"Exclusivity Letter" means the letter dated 23rd August 2021 from Vantage Drilling International to the Buyer and pursuant to which the Buyer was granted a period of exclusivity in respect of the Transaction.
"Exclusivity Period" means the period commencing on the Effective Date and ending on Closing or, if earlier, the date on which this Agreement is terminated.
"Expert" has the meaning given in paragraph 1 of Schedule 6.
"Financial Indebtedness" means any indebtedness for or in respect of (i) moneys borrowed; (ii) any amount raised by acceptance under any acceptance credit facility; (iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (iv) the amount of any liability in respect of any lease or hire purchase contract which should be treated as a balance sheet liability; (v) receivables sold or discounted; (vi) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing; (vii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price; (viii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in items (i) to (viii) above; however always excluding obligations under the purchase agreements between the Company and Grant Prideco LP or its affiliate included in the Disclosed Documents relating to the Company’s purchase of drill pipe for the Sapphire Driller and the Aquamarine Driller.
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"Fundamental Warranties" means the Warranties at paragraphs 1, 2, 5.1, 10.3, 10.4, 11, 12, 13.1 and 17.3 of Part A of Schedule 7 and the Warranties in Part B of Schedule 7.
"Group" means, in relation to a company (wherever incorporated), that company, any company of which it is a Subsidiary from time to time (its holding company) and any other Subsidiaries from time to time of that company or its holding company. Each company in a Group is a "member of the Group".
"Guarantor" means Vantage Drilling International, a company incorporated in the Cayman Islands whose registered office is at Maples Corporate Services Limited PO Box 309 Ugland House, South Church Street, George Town, Grand Cayman KY1-1104 Cayman Islands.
"Guarantee" means the guarantee, in agreed form, to be issued by the Guarantor in favour of the Buyer in respect of the Seller's obligations under this Agreement.
"Intellectual Property Rights" means, collectively, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights to use computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Interim Period" means the period from (and including) the date of this Agreement up to (and including) the Closing Date or, if earlier, the termination of this Agreement in accordance with its terms.
"Intra-Group Release" means a deed in agreed form by which the Guarantor on behalf of each member of the Group of which the Company forms a part up to Closing releases the Company from any liabilities or obligations (including without limitation in respect of any financial indebtedness) and releases any Encumbrance held as security for such liabilities and obligations.
“Inventory” means the balance (expressed in United States Dollars) of the Company’s inventory, at the Effective Time, calculated as the sum of gross inventory balances (under the Company’s general ledger accounts 130100 and 131100), reduced by inventory write downs (under the Company’s general ledger account 131150) before the Effective Time.
"Longstop Date" means 5:00 PM ET on 30 June 2022 (or if that is not a Business Day on the immediately preceding Business Day) or such later date as may be agreed in writing by the Buyer and the Seller.
"Material Adverse Change" means a fact, matter, event, circumstance, condition or change which materially and adversely affects (or which can reasonably be expected to have a material and adverse effect on) the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), or results of operation or prospects of the Company it being agreed that each of the following (without limitation) will constitute a “Material Adverse Change” (i) the termination of a Drilling Contract before the date on which such Drilling Contract is currently due to terminate or the occurrence of any event or circumstance that gives the Drilling Customer the right to terminate any Drilling Contract; (ii) the receipt by the Company of a notice from a Drilling Customer that a Drilling Contract will or may be suspended for a period beyond the Closing Date (unless withdrawn at least five (5) days prior to the expected Closing Date); (iii) the day rate payable under a Drilling Contract being reduced other than in accordance with the terms of the relevant Drilling Contract; (iv) any Drilling Unit becoming a Total Loss; (v) there is a Partial Loss in respect of any Drilling Unit which is not remedied at least five (5) days prior to the expected Closing Date if this causes the Drilling Unit not to be in operational condition or if the cost of remedying
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the Partial Loss is reasonably expected to exceed five hundred thousand United States Dollars (USD500,000); (vi) any strike being pending in the fifteen (15) days before the expected Closing Date, provided such strike is reasonably likely to cause a breach of a Drilling Contract; (vii) the occurrence of any health, safety, security or environment incident or other breach of a Drilling Contract giving rise to a right of termination of a Drilling Contract; or (viii) any Proceedings involving the Company being outstanding, threatened or pending in the thirty (30) days prior to the expected Closing Date which if adversely determined would constitute a Material Adverse Change, but excluding any of the foregoing arising out of, resulting from, or attributable to:
"Material Disclosure" means any matter which (i) constitutes a Material Adverse Change; (ii) (if Closing occurred) would be reasonably likely to give rise to a breach of the Fundamental Warranties; or (iii) breaches or is reasonably likely to give rise to a breach of any other Warranty or the obligations of the Seller under any other term of this Agreement which would be reasonably likely to have a material adverse effect on the Business.
"NDA" means the letter agreement between the Guarantor and Advanced Energy Systems (ADES) S.A.E dated April 7, 2021.
"Parent Company Guarantees" means:
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"Performance Guarantees" means:
"Purchase Price" means the aggregate purchase price to be paid by the Buyer to the Seller for the Sale Share, as set out in clause 4.
"Purchase Price Adjustment" has the meaning set out in Schedule 2.
"Purchase Price Statement" has the meaning set out in paragraph 1 of Schedule 6.
"Representatives" means, in relation to any person, its directors, officers, employees, legal, accounting, financial and other advisers, consultants, agents or brokers (as applicable).
"Restricted Activity" means each and any of the following (i) any investment in the Company; (ii) the disposal (whether by way of sale, offer, transfer or otherwise) of all or any part of, or any interest in, the issued share capital of the Company; or (iii) the disposal (whether by way of sale, offer, transfer or otherwise) of all, or any part of, the Business or assets of the Company (other than in the ordinary course of trading).
"Sale Share" means the ordinary share of US$1.00 par value in the Company, which is fully paid or credited as fully paid.
"Sapphire Driller" means the jack‑up drilling unit known as Sapphire Driller, having IMO No.8770170 registered under the flag of Panama with official number 3486609C.
"Sapphire Driller Contract" has the meaning set out in paragraph 1.3(a) of Schedule 3.
"Subsidiary" means, in relation to a company wherever incorporated (a "holding company"), any company in which the holding company (or persons acting on its behalf) directly or indirectly holds or controls either:
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and any company which is a Subsidiary of another company is also a Subsidiary of that company's holding company. Unless the context otherwise requires, the application of the definition of Subsidiary to any company at any time shall apply to the company as it is at that time.
"Target Inventory" means the sum of eleven million six hundred thousand United States Dollars (USD11,600,000).
"Target Working Capital" means the sum of two million nine hundred thousand United States Dollars (USD2,900,000).
"Tax" means all forms of taxation and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings or other liabilities in the nature of taxation wherever chargeable and whether of the Cayman Islands, Qatar or any other jurisdiction (including, for the avoidance of doubt, social security contributions in Qatar and corresponding obligations elsewhere) and any penalty, fine, surcharge, interest, charges or costs relating to it.
"Tax Authority" means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax or information in respect of Tax matters in the Cayman Islands, Qatar or elsewhere (including without limitation the Tax Information Authority of the Cayman Islands and the Department for International Tax Cooperation of the Cayman Islands and the General Tax Authority of the State of Qatar).
"Tax Covenant" means the tax covenant set out in Schedule 10.
"Tax Warranties" means the warranties set out in Part B of Schedule 7.
"Third Party" means any person other than the Buyer or a member of the Buyer's Group (or any of their respective officers, employees, agents or advisers).
"Third Party Negotiations" means any discussions or negotiations between a Third Party and the Seller or any other member of the Seller's Group (or any of their respective officers, employees, agents or advisers) relating to or otherwise concerning a Restricted Activity.
"Total Loss" means an actual, constructive, compromised or agreed total loss of a Drilling Unit including by physical damage, seizure, requisition, appropriation, forced sale or other involuntary transfer.
"Transaction" means the transaction contemplated by this Agreement or any part of that transaction.
"Transaction Documents" means this Agreement, and any other document to be entered into pursuant to this Agreement in connection with the Transaction.
"Usual Business Hours" has the meaning given in clause 19.5.
"Warranties" means the warranties given pursuant to clause 6.5 (where applicable), 7 and set out in Schedule 7.
"Worker" has the meaning set out in paragraph 14.1 of Part A of Schedule 7.
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"Working Capital" has the meaning set out in paragraph 1 of Schedule 6.
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provided that nothing in this clause 6.3 or Schedule 4 shall be interpreted as preventing the Seller or the Company from taking any step which may be required or desirable, in the Seller's reasonable opinion, for the purpose of satisfying any Condition.
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For the purposes of this clause, "Sum Recovered" means an amount equal to the total of the amount recovered from the other person plus any interest in respect of the amount recovered from the person less all reasonable costs, charges or expenses incurred by the Buyer's Group in recovering the amount from the person and less any Tax suffered by the Buyer's Group in respect of the amount recovered. The Buyer shall promptly provide to the Seller all information which the Seller may request in connection the application of this clause.
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The Seller shall use reasonable efforts to procure that (to the extent permitted by law) Sapphire Driller Company is renamed promptly following Closing so that its name no longer includes the word "Sapphire". The Seller shall procure that no member of the Seller's Group shall after Closing include any of the words “Emerald”, “Aquamarine” or “Sapphire” as part of the name of any of the vessels or drilling units from time to time owned or operated by it.
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PROVIDED that in each case (and to the extent it is legally permitted to do so) the disclosing party gives the other party as much notice of the disclosure as reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
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c/o Vantage Energy Services, Inc.
777 Post Oak Blvd., Suite 800
Houston, Texas 77056
Attn: Mr. Ihab Toma, CEO
Email: Ihab.Toma@vantagedrilling.com
With copy to: Legal Department
Email: Douglas.Stewart@vantagedrilling.com
With copy to: Wikborg Rein LLP
Attn: Renaud Barbier-Emery / Ina Lutchmiah
Email: rbe@wrco.co.uk / ivl@wr.com.sg
ADES Arabia Holding
7429, Prince Turki Road – Alkurnaish District
Khobar 34413
The Kingdom of Saudi Arabia
Attn: Dr. Mohamed Farouk
Email: mohamed.farouk@adesgroup.com
With copy to: Legal Department
Email: morcos.william@adesgroup.com and legal@adesgroup.com
With copy to: Hill Dickinson LLP
Attn: Roderick Palmer
Email: roderick.palmer@hilldickinson.com
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PROVIDED that if deemed receipt under the previous paragraphs of this clause 19.5 would occur outside the Usual Business Hours, the notice shall be deemed to have been received when Usual Business Hours next recommence. For the purposes of this clause, "Usual Business Hours" means 9.00 am to 5.30 pm local time on any day which is not a Saturday, Sunday or public holiday in the place of receipt of the notice (which, in the case of service of a notice by email shall be deemed to be the same place as is specified for service of notices on the relevant party by hand). For the purposes of this clause, all references to time are to local time in the place of deemed receipt.
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IN WITNESS WHEREOF this document has been executed and delivered on the date first stated above.
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Name: | Emerald Driller Company |
Registration number: | MC-212100 |
Registered office: | Maples Corporate Services Limited, South Church Street, George Town, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
Issued share capital: | One (1) ordinary share of US$1.00 par value |
Registered shareholder: | Vantage Holdings International |
Directors and officers: | Ihab M. Toma (Chief Executive Officer) Douglas W. Halkett (Vice President) Douglas E. Stewart (Director, Chief Financial Officer, General Counsel and Secretary) Linda J. Ibrahim (Chief Accounting Officer & Vice President of Tax) William L. Thomson (Vice President of Marketing & Business Development) |
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"Closing Payment" means an amount calculated as follows:
Closing Payment =A+B-C-D
where:
A = one hundred seventy million United States Dollars (USD170,000,000.00)
B = Estimated NOC Preparation Expenditures
C = NOC Cash Reimbursements Received
D = Excepted Material Adverse Change Adjustments or adjustments pursuant to clause 7.4(b) (if any)
"Purchase Price Adjustment" means an amount in United States Dollars calculated as follows:
Purchase Price Adjustment=A-B+C-D+E-C+F+G-H+J-I+(M+L-K)
where:
A = Working Capital
B = Target Working Capital (two million nine hundred thousand United States Dollars (USD2,900,000))
C = NOC Expenditures Paid
D = Estimated NOC Preparation Expenditures
E = the lesser of (i) thirty five million one hundred thousand United States Dollars (USD35,100,000) and (ii) the sum of NOC Expenditures Paid, NOC Expenditures Accrued and NOC Expenditures Committed
F = NOC Expenditures Accrued
G = NOC Expenditures Committed
H = Liquidated Damages
I = Target Inventory (eleven million six hundred thousand United States Dollars (USD11,600,000))
J = Inventory
K = the lesser of (i) eighteen million seven hundred thousand United States Dollars (USD18,700,000) and (ii) the sum of NOC Cash Reimbursements Accrued and NOC Cash Reimbursements Received
L = NOC Cash Reimbursements Accrued
M = NOC Cash Reimbursements Received
"Estimated NOC Preparation Expenditures" means a United States Dollar amount equal to the lesser of (i) Seller's estimate of the expenses incurred and paid by the Company before the Effective Time in respect of Contract Preparation Works and (ii) thirty five million one hundred thousand United States Dollars (USD35,100,000).
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"Liquidated Damages" means a United States Dollar amount equal to the aggregate of all liquidated damages accrued in favour of the Drilling Customer as at the Closing Date under sub-Article 4.11.1 of the Aquamarine Driller Contract and sub-Article 4.11.1 of the Sapphire Driller Contract.
"NOC Cash Reimbursements Received" means a United States Dollar amount equal to the lesser of (i) the aggregate of all sums received by the Company from NOC before the Effective Time in respect of Contract Preparation Works and (ii) eighteen million seven hundred thousand United States Dollars (USD18,700,000).
"NOC Expenditures Accrued" means the sum (expressed in United States Dollars) of all expenditures accrued as liabilities by the Company before the Effective Time (but not paid by the Company before the Effective Time) in respect of Contract Preparation Works.
"NOC Expenditures Committed" means the sum (expressed in United States Dollars) of all expenditures committed by the Company before the Effective Time (but not accrued or paid by the Company before the Effective Time) in respect of Contract Preparation Works.
"NOC Expenditures Paid" means the lesser of (i) the sum (expressed in United States Dollars) of all expenditures incurred and paid by the Company before the Effective Time in respect of Contract Preparation Works and (ii) thirty five million one hundred thousand United States Dollars (USD35,100,000).
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[***]
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"Resolution Period" has the meaning set out in paragraph 2.6 of this Schedule.
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"IFRS" means International Financial Reporting Standards.
"Management Accounts" means the US GAAP unaudited balance sheet and the unaudited profit and loss account of the Company (including, in each case, any notes on them) for the periods of six months
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and nine months ended June 30, 2021 and September 30, 2021 respectively (copies of which are included in the DFS electronic data room).
"Previous Accounts" means the accounts equivalent to the Branch Accounts in respect of the accounting period immediately preceding the accounting period ended on the Accounts Date.
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A x (B – C)
where:
A = anticipated duration (expressed in days) of the suspension after Closing
B = Base Rate T (as defined in the relevant Drilling Contract) (expressed in United States Dollars)
C = day rate anticipated to apply during the suspension, under the terms of the relevant Drilling Contract (expressed in United States Dollars).
At the end of the suspension, the Excepted Material Adverse Change Adjustment in respect of this suspension shall be recalculated using actual duration and day rates applied. If the recalculated amount exceeds the Excepted Material Adverse Change Adjustment deducted in the calculation of the Closing Payment in respect of such suspension, the Seller shall promptly pay the excess to the Buyer. Conversely, if the recalculated amount is less than the Excepted Material Adverse Change Adjustment deducted in the calculation of the Closing Payment in respect of such suspension, the Buyer shall promptly pay the shortfall to the Seller.
A x 365 x 6
where:
A = daily rate reduction (expressed in United States Dollars).
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EXECUTION PAGE
Signed by Ihab Toma |
| ./s/ Ihab Toma.................. Ihab Toma |
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Signed by Dr Mohamed Farouk |
| ../s/ Mohamed Farouk............ Dr Mohamed Farouk |
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