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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                  (d) The representations,  warranties, covenants and agreements
         of the Company contained in this Agreement or otherwise made in writing
         by it or on its behalf  pursuant hereto or otherwise made in connection
         with  the  Transactions  shall  be true  and  correct  in all  material
         respects at and as of the  Closing  Date with the same force and effect
         as though made on and as of such (including  without  limitation giving
         effect to any later  obtained  knowledge,  information or belief of the
         Company or Key) date  except  those  which  speak as of a certain  date
         which  shall  continue  to be true and  correct  as of such date on the
         Closing  Date;  each and all of the  agreements  and  conditions  to be
         performed  or  satisfied  by the Company  hereunder  at or prior to the
         Closing  Date  shall  have  been duly  performed  or  satisfied  in all
         material  respects;  and the Company shall have furnished Key with such
         certificates   and  other  documents   evidencing  the  truth  of  such
         representations,   warranties,   covenants  and   agreements   and  the
         performance  of such  agreements  or  conditions  as Key or its counsel
         shall have reasonably requested;

                  (e) Key shall have  received  from the  Company's  independent
         accountants,  a certificate  or letter,  dated the Closing Date, to the
         effect that, on the basis of a limited  review in  accordance  with the
         standards  for such reviews  promulgated  by the American  Institute of
         Certified  Public  Accountants as outlined in Statement of Standards of
         Accounting  and Review  Services  No. 1, they have no reason to believe
         that  the  unaudited  Company  Financial  Statements  set  forth in the
         Registration  Statement  were not prepared in accordance  with GAAP and
         practices  consistent  with those  followed in the  preparation  of the
         audited Company Financial Statements so set forth, or that any material
         modifications  of  such  unaudited  Company  Financial  Statements  are
         required for a fair  presentation of the financial  position or results
         of operations  or changes in financial  position of the Company or that
         during the period from the last day covered by the most recent  Company
         Financial Statements set forth in the Registration  Statement to a date
         not more than five (5) days prior to the Closing  Date,  there has been
         any  Adverse  Change  in  the  financial  position  or  results  of the
         operations of the Company and its  Subsidiaries  taken as a whole which
         is not described in the Registration Statement.

                  (f) All actions  taken by the  stockholders  of the Company to
         approve and adopt this Agreement, the Merger and the Transactions shall
         comply  in all  respects  with and  shall  be  legal,  valid,  binding,
         enforceable and effective  under the Law of the State of Delaware,  the
         Company's Organic Documents and all Material  Agreements to which it or
         any of its Subsidiaries is a party or by which it or any of them or any
         of its or any of their property or assets is bound;

                  (g) As of the Closing Date, except as set forth in the Company
         Disclosure  Schedule,  there shall not have  occurred and be continuing
         any Adverse Change affecting the Company and its Subsidiaries  taken as
         a whole from  those  reflected  in the most  recent  Company  Financial
         Statements;

                  (h) Each of the officers and directors of the Company and each
         of its  Subsidiaries and each trustee under each Plan of the Company or
         any of its  Subsidiaries  shall have  submitted his or her  unqualified
         written  resignation,  dated  as of the  Closing  Date,  from  all such
         positions held with the Company and each of its  Subsidiaries  and as a
         trustee for each such Plan;

                  (i) All  Contractual  Obligations  set forth in Section 3.9 of
         the  Company  Disclosure   Schedule  shall  have  been  terminated  and
         satisfied  and  discharged  in full,  except as otherwise  set forth in
         Section 7.2(i) of the Key Disclosure Schedule;


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