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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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Obligation  or Private  Authorization,  except for such  defaults,  breaches  or
violations,  as do not and will not have in the aggregate any Adverse  Effect on
Key and its  Subsidiaries  taken as a whole or the ability of Key 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.  No Private Authorization is the subject of any
pending  or, to Key's  knowledge,  information  or  belief,  threatened  attack,
revocation or termination.

     SECTION 4.7 Compliance with Governmental Authorizations and Applicable Law.

     (a) Section  4.7(a) of the Key Disclosure  Schedule  contains a description
of:

                  (i) all Legal Actions which are pending or in which Key or any
         of its  Subsidiaries or any of its business,  operations or properties,
         or any of its officers or directors in connection therewith, is, or, to
         Key's  knowledge,  information and belief,  at any time during the past
         three  (3) years has been,  engaged,  or which  involves,  or, to Key's
         knowledge,  information  and  belief,  at any time  during  such period
         involved,  the business,  operations or properties of Key or any of its
         Subsidiaries or, to Key's knowledge,  information and belief,  which is
         threatened or  contemplated  against,  or in any other manner  relating
         Adversely to, Key or any of its  Subsidiaries or any of their business,
         operations  or  properties,  or any of their  officers or  directors in
         connection therewith; and

                  (ii) each  Governmental  Authorization  which  relates  to the
         business, operations,  properties,  prospects,  condition, financial or
         other, or results of operations of Key or any of its Subsidiaries,  all
         of which are in full force and effect.

         (b)  Each  of  Key  and  each  of its  Subsidiaries  has  obtained  all
Governmental Authorizations which are necessary for the ownership or uses of its
properties  and the conduct of its  business as now  conducted  or as  presently
proposed to be conducted and which, if not obtained and maintained, could singly
or in the aggregate,  have any Adverse Effect on Key and its Subsidiaries  taken
as a whole. No Governmental  Authorization  is the subject of any pending or, to
Key's  knowledge,  information  and belief,  threatened  attack,  revocation  or
termination.  Neither Key nor any  Subsidiary  nor any  officer or director  (in
connection  with  the  business,   operations  and  properties  of  Key  or  any
Subsidiary)  is in or is charged with or, to Key's  knowledge,  information  and
belief,  at any time  during  the past  three  (3) years has been in or has been
charged with, or is threatened or under investigation with respect to, breach or
violation of, or default in the  performance,  observance or fulfillment of, any
Governmental  Authorization  or any  Applicable  Law, and no Event exists or has
occurred,  which constitutes,  or but for any requirement of giving of notice or
passage of time or both would constitute,  such a breach,  violation or default,
under

                  (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 Key and its  Subsidiaries
         taken  as a  whole  or  the  ability  of  Key  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  4.7(b)  of the  Key
Disclosure Schedule.


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