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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         (b)  Except  as set  forth in  Section  4.22(b)  of the Key  Disclosure
Schedule:

                  (i) no unauthorized disposal,  release, burial or placement of
         Hazardous  Materials which to Key's  knowledge,  information and belief
         and due to the  activities  of Key could  form the basis for a material
         Claim has occurred:

                           (A) on any  property or  facility  owned or leased by
                  Key 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 Key,
                  at any other  time or at any other  facility  or site to which
                  Hazardous  Materials  from Key or any Subsidiary may have been
                  taken.

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

         SECTION  4.23  Solvency.  As of the  execution  and  delivery  of  this
Agreement,  and after giving  effect to the  consummation  of the Merger and the
Transactions,  Key and Key and its Subsidiaries  taken as a whole are and, as of
the Closing Date, will be solvent.

         SECTION 4.24 Compliance with Regulations Relating to Securities Credit.
None of the borrowings,  if any, of Key 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  Key  nor any
Subsidiary owns any margin stock or other margin  security,  or a "security that
is publicly held", and neither Key nor any Subsidiary has any present  intention
of acquiring any margin stock or other margin security, or any "security that is
publicly held".

         SECTION 4.25 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
Key Disclosure Schedule, except for such exceptions and qualifications including
without limitation those set forth in the Key Disclosure  Schedule which, in the
aggregate for all such  representations  and  warranties,  are not and could not
reasonably be expected to be Adverse to Key or Key and its Subsidiaries taken as
a whole.

         SECTION 4.26 Continuing  Representation and Warranty.  Except for those
representations  and  warranties  which speak as of a specific  date, all of the
representations  and  warranties  of Key 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.



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