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KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (i) has not suffered and will not suffer any material  damage,
         destruction  or loss  (whether  or not  covered  by  insurance)  or any
         acquisition or taking of property by any Authority;

                  (j)  has not waived and will not waive any rights of material
         value without fair and adequate consideration;

                  (k)  has not experienced any work stoppage;

                  (l) has not entered into, amended or terminated,  and will not
         enter into, amend or terminate, any Lease, Governmental  Authorization,
         Private Authorization,  Material Agreement or Employment Arrangement or
         any Contractual Obligation or transaction with any Affiliate;

                  (m) has not  amended  or  terminated  and  will  not  amend or
         terminate,  and  has  kept  and  will  keep in full  force  and  effect
         including  without  limitation  renewing  to the  extent the same would
         otherwise expire or terminate, all insurance policies and coverage;

                  (n)  has not, and will not have, declared, made or paid, or 
         agreed to declare, make or pay, any Distribution; and

                  (o) has not  entered  into and will not  enter  into any other
         transaction or series of related  transactions which individually or in
         the aggregate is material to the Company and its Subsidiaries  taken as
         a whole, except in the ordinary course of business.

         SECTION 3.19 Bank Accounts, Etc. Section 3.19 of the Company Disclosure
Schedule  contains a true,  accurate and complete  list as of the date hereof of
all banks, trust companies, savings and loan associations and brokerage firms in
which the Company or any Subsidiary has an account or a safe deposit box and the
names of all Persons authorized to draw thereon,  to have access thereto,  or to
authorize transactions therein, the names of all Persons, if any, holding powers
of attorney from the Company or any Subsidiary and a summary statement as to the
terms  thereof.  The Company  agrees that prior to the Closing  Date it will not
make or permit to be made any change affecting any bank, trust company,  savings
and loan association,  brokerage firm or safe deposit box or in the names of the
Persons  authorized  to draw  thereon,  to have access  thereto or to  authorize
transactions  therein  or in such  powers of  attorney,  or open any  additional
accounts or boxes or grant any  additional  powers of attorney,  without in each
case obtaining the prior written consent of Key.

         SECTION  3.20  Adverse  Restrictions.   Neither  the  Company  nor  any
Subsidiary  is a party to or subject to, nor is any of its property  subject to,
any  Applicable  Law,  Governmental   Authorization,   Contractual   Obligation,
Employment  Arrangement,  Material  Agreement or Private  Authorization,  or any
other  obligation or restriction of any kind or character,  which now or, as far
as the  Company can now  reasonably  foresee,  at any time in the future  could,
individually  or  in  the  aggregate,  be  unduly  burdensome  or  which  could,
individually or in the aggregate, have any Adverse Effect on the Company and its
Subsidiaries  taken as a whole,  except  as set  forth  in  Section  3.20 of the
Company Disclosure Schedule.

         SECTION 3.21 Broker or Finder.  No Person  assisted in or brought about
the  negotiation  of this  Agreement,  the Merger or the  subject  matter of the
Transactions  in the  capacity  of  broker,  agent or finder  or in any  similar
capacity on behalf of the Company or to the knowledge, information and belief of
the Company or any stockholder of the Company.