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>


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 Key or Key and its Subsidiaries taken as a
whole, except as set forth in Section 4.19 of the Key Disclosure Schedule.

         SECTION 4.20 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 Key,  except  as set  forth in  Section  4.20 of the Key
Disclosure Schedule.

         SECTION 4.21 Personal Injury or Property Damage;  Warranty Claims; Etc.
Except as set forth in Section 4.21 of the Key Disclosure Schedule,  neither Key
nor any Subsidiary or any Person acting for or on its behalf,  including without
limitation any insurance  carrier,  has paid, to the knowledge,  information and
belief of Key, at any time during the past three (3) years, and there is not now
pending  or, to the  knowledge,  information  and belief of Key,  threatened  or
existing any basis for any Claim relating to, any damages to any third party for
injuries to Persons or damage to property,  or for breach of warranty,  which if
determined adversely to Key or any Subsidiary,  individually or in the aggregate
(taking  into account  unasserted  Claims of a similar  nature),  could have any
Adverse Effect on Key and its Subsidiaries taken as a whole.

         SECTION 4.22 Environmental Matters.

         (a)  Except  as set  forth in  Section  4.22(a)  of the Key  Disclosure
Schedule, Key and each Subsidiary:

                  (i) to the knowledge,  information  and belief of Key, has not
         been notified that it is potentially liable under, has not received any
         request  for  information  or  other   correspondence   concerning  its
         potential  liability with respect to any site or facility under, and is
         not  a  "potentially   responsible   party"  under,  the  Comprehensive
         Environmental  Response,  Compensation  and  Liability  Act of 1980, as
         amended,  the Resource  Conservation  Recovery Act, as amended,  or any
         similar state law;

                  (ii) has not  entered  into or received  any  consent  decree,
         compliance   order  or   administrative   order   issued   pursuant  to
         Environmental Laws;

                  (iii) is not a party  in  interest  or in  default  under  any
         judgment,  order, writ,  injunction or decree of any final order issued
         pursuant to Environmental Laws;

                  (iv) is, to the knowledge,  information  and belief of Key, in
         substantial  compliance in all material respects with all Environmental
         laws, has, to Key's  knowledge,  information  and belief,  obtained all
         Environmental  Permits,  and  is  not  the  subject  of  or,  to  Key's
         knowledge,  information  and belief,  threatened  with any Legal Action
         involving a demand for damages or other potential  liability  including
         any Lien with respect to material  violations  or material  breaches of
         any Environmental Law.

                  (v) Key has no knowledge of any past or present  Event related
         to Key or any Subsidiary or its or any of their business, operations or
         property which Event,  individually or in the aggregate,  may interfere
         with or prevent  continued  material  compliance with all Environmental
         Laws, or which,  individually or in the aggregate,  will form the basis
         of any material  Claim for the release of  threatened  release into the
         environment, of any Hazardous Material.

                                      AI-38