Print Page  Close Window

SEC Filings

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



                  (x) any  Governmental  Authorization  or any  Applicable  Law,
         except for such breaches, violations or defaults as do not and will not
         have  in the  aggregate  any  Adverse  Effect  on the  Company  and its
         Subsidiaries  taken as a whole or the ability of the Company to perform
         any of the  obligations  set forth in this  Agreement or any Collateral
         Document executed or required to be executed pursuant hereto or thereto
         or to consummate the Merger and the Transactions, or

                  (y) any  requirement of any insurance  carrier,  applicable to
         its business, operations or properties,

except as  otherwise  specifically  described  in Section  3.7(b) of the Company
Disclosure Schedule.

         (c) With respect to matters, if any, of a nature referred to in Section
3.7(a)  or 3.7(b)  of the  Company  Disclosure  Schedule,  except  as  otherwise
specifically  described in Schedule 3.7(c) of the Company  Disclosure  Schedule,
all such information and matters set forth in the Company  Disclosure  Schedule,
if adversely determined against the Company or any Subsidiary,  will not, in the
aggregate,  Adversely Affect the Company and its Subsidiaries  taken as a whole,
or the ability of the Company to perform its obligations under this Agreement or
any Collateral  Documents executed or required to be executed pursuant hereto or
thereto or to consummate the Merger and the Transactions.

         SECTION 3.8 Intangible Assets.

         (a)  Each of the  Company  and each  Subsidiary  owns or  possesses  or
otherwise  has  the  right  to use all  Governmental  Authorizations  and  other
Intangible  Assets  necessary for the present and planned  future conduct of its
business,  without  any  conflict  with the rights of others.  The  present  and
planned  future  conduct of business by the Company and each  Subsidiary  is not
dependent upon any one or more, or all, of such Governmental  Authorizations and
other Intangible  Assets or rights with respect to any of the foregoing,  except
as set forth on Section 3.8(a) of the Company Disclosure Schedule.

         (b) Section  3.8(b) of the  Company  Disclosure  Schedule  sets forth a
true,   accurate  and  complete   description   of  all  of  such   Governmental
Authorizations  and other  Intangible  Assets or rights  with  respect  thereto,
including  without  limitation the nature of the Company's and each Subsidiary's
interest in each and the extent to which the same have been duly  registered  in
the offices as indicated therein.

         SECTION 3.9 Related Transactions. Section 3.9 of the Company Disclosure
Schedule sets forth a true, accurate and complete description of any Contractual
Obligation or transaction between the Company or any of its Subsidiaries and any
of its officers,  directors,  employees,  stockholders,  or any Affiliate of any
thereof (other than reasonable compensation for services as officers,  directors
and employees),  now existing or which, to the Company's knowledge,  information
and belief,  at any time during the past three (3) years,  existed or  occurred,
including without  limitation any providing for the furnishing of services to or
by,  providing for rental of property,  real,  personal or mixed, to or from, or
providing  for the  lending  or  borrowing  of  money  to or  from or  otherwise
requiring payments to or from, any officer,  director,  stockholder or employee,
or  any  Affiliate  of  any  thereof.  All  such  Contractual   Obligations  and
transactions are and, to the Company's  knowledge,  information and belief, were
on  terms  and  conditions  no  less  favorable  to  the  Company  or any of its
Subsidiaries  than  would be  customary  for such  between  Persons  who are not
Affiliates or upon terms and conditions on which similar Contractual Obligations
and transactions with Persons who are not Affiliates could fairly and reasonably
be expected to be entered into,  except as otherwise  specifically  described in
Section 3.9 of the Company Disclosure Schedule.


                                      AI-16