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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                           (A) on any  property or  facility  owned or leased by
                  the  Company or any  Subsidiary  during  the period  that such
                  facilities and properties were owned or leased by it or,

                           (B) to the knowledge,  information  and belief of the
                  Company, at any other time or at any other facility or site to
                  which  Hazardous  Materials from the Company or any Subsidiary
                  may have been taken.

                  (ii) to the knowledge,  information and belief of the Company,
         neither  the  Company  nor  any  Subsidiary  has  any  above-ground  or
         underground fuel storage tanks on property owned or leased by it.

         SECTION  3.24  Solvency.  As of the  execution  and  delivery  of  this
Agreement,  and after giving  effect to the  consummation  of the Merger and the
Transactions,  the Company and the Company and its Subsidiaries taken as a whole
are and, as of the Closing Date, will be solvent. The Company will not incur any
tax liability as a consequence of the Merger to the extent, if any, that the tax
basis of its assets may be less than its liabilities.

         SECTION 3.25 Compliance with Regulations Relating to Securities Credit.
None of the  borrowings,  if any, of the Company  were  incurred or used for the
purpose  of  purchasing  or  carrying  any  security  which  at the  date of its
acquisition  was, or any  security  which now is,  margin  stock or other margin
security  within the meaning of  Regulation T of the Margin Rules or a "security
that is publicly held," within the meaning of the Margin Rules,  and neither the
Company nor any Subsidiary owns any margin stock or other margin security,  or a
"security that is publicly held", and neither the Company nor any Subsidiary has
any present intention of acquiring any margin stock or other margin security, or
any "security that is publicly held".

         SECTION 3.26 Materiality.  The representations and warranties set forth
in this  Article  would in the  aggregate  be true and correct  even without the
materiality  exceptions or qualifications  contained therein or set forth in the
Company  Disclosure  Schedule,  except for such  exceptions  and  qualifications
including without limitation those set forth in the Company Disclosure  Schedule
which, in the aggregate for all such representations and warranties, are not and
could  not  reasonably  be  expected  to be  Adverse  to  the  Company  and  its
Subsidiaries taken as a whole.

         SECTION 3.27 Continuing  Representation and Warranty.  Except for those
representations  and  warranties  which speak as of a specific  date, all of the
representations and warranties of the Company set forth in this Article shall be
true and  correct on the  Closing  Date with the same force and effect as though
made on and as of that date and those, if any, which speak as of a specific date
shall be true and correct on the Closing Date.


                                    ARTICLE 4

                      REPRESENTATIONS AND WARRANTIES OF KEY

         Key represents, warrants and covenants to, and agrees with, the Company
as follows:


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