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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document

parties  hereto  shall be borne  solely  and  entirely  by the  party  which has
incurred such costs and expenses (with respect to such party,  its  "Expenses").
Anything herein to the contrary notwithstanding, Key agrees that the Company may
pay the costs and  expenses of its  stockholders  up to an  aggregate  amount of
$150,000.  Key  agrees  to take all  action  necessary  to cause  the  Surviving
Corporation to pay promptly any of the foregoing  reasonable  Expenses incurred,
but not paid, by the Company prior to the Effective Time.

         (b) The Company  agrees that if this  Agreement  shall be terminated by
Key pursuant to the  provisions of Section  8.1(d)(iii)  hereof,  and Key agrees
that if this  Agreement is terminated by the Company  pursuant to the provisions
of Section  8.1(c)(iii) hereof, and if, prior to such termination or within nine
(9) months thereafter, the Company or Key consummates any Other Transaction (the
first party to consummate any Other  Transaction being herein referred to as the
"Indemnitor" and the other party being herein referred to as the  "Indemnitee"),
then the  Indemnitor  will pay to the  Indemnitee  an amount  equal to $500,000,
which  amount is in  recognition  of,  among  other  things,  the  out-of-pocket
Expenses  of the  Indemnitee  related to this  Agreement,  the  reliance  of the
Indemnitee on the  Indemnitor's  fulfillment of its obligations  hereunder,  the
costs  in  delayed  opportunity  to  the  Indemnitee  and  the  benefit  to  the
Indemnitor. Anything in this Section 8.5(b) to the contrary notwithstanding, the
Indemnitee shall, after the Indemnitor has consummated any Other Transaction, be
released  from all further  obligations  under this Section,  including  without
limitation  the  right,  without  being  required  to make  any  payment  to the
Indemnitor, to consummate any Other Transaction.

                                    ARTICLE 9

                               GENERAL PROVISIONS

         SECTION 9.1 Effectiveness of Representations,  etc. Except as set forth
in Section 8.2 hereof, the representations, warranties, covenants and agreements
of each party shall remain  operative and in full force and effect to the extent
hereinafter set forth,  regardless of any investigation  made by or on behalf of
either party, any Person  controlling  such party or any of its  Representatives
whether prior to or after the execution of this Agreement.  Notwithstanding  the
foregoing,  the representations and warranties of the parties shall terminate as
of the Closing and shall  expire and cease to be of any further  force or effect
upon the Closing.

         SECTION 9.2 Notices.  All notices and other communications which by any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written  confirmation at substantially the same time as such rapid transmission,
or (c)  personally  delivered  to the  receiving  party  (which if other than an
individual  shall be an  officer  or other  responsible  party of the  receiving
party). All such notices and communications  shall be mailed,  sent or delivered
as follows:

         (a)  If to Key:

                  257 Livingston Avenue
                  New Brunswick, New Jersey 08901
                  Attention:  Francis D. John, Chief Executive Officer
                  Telecopier No.:  (908) 247-5148