Assets of Worldwide Energy Services Company

Sale of assets of McDermott International, Inc., including the Sellers’ right, title and interest as of the Closing in the following:

• One hundred percent (100%) of the equity interests (the “Purchased Entity Shares”) in each of the Purchased Entities, which Purchased Entity Shares may, for the avoidance of doubt, be the equity interests of the Purchased Entities as such entities are reorganized pursuant to the Confirmation Order and section 1141 of the Bankruptcy Code, and (ii) the issued and outstanding equity interests (the “Purchased Venture Equity Interests”) held by Sellers or any of their Subsidiaries in each of the Purchased Ventures;
• All Assumed Business Contracts (it being agreed that any such Contracts that are Shared Contracts will be governed by Section 2.13(d) of the Stalking Horse Purchase Agreement);
• The Transferred Intellectual Property;
• The Transferred Owned Real Property and the
• Transferred Real Property Leases;
• Any and all Tangible Personal Property and interests therein owned;
• Any and all Information Technology and interests therein that are primarily related to, or primarily used in, the Business as conducted by the Sellers and their respective Subsidiaries as of the date hereof and as of the Closing;
• Any and all rights to any credits, prepaid expenses and security deposits of the Business or otherwise arising out of or primarily relating to the Assumed Business Contracts, Real Property Leases or Purchased Assets;
• Any and all raw materials, work-in-process, finished goods, supplies and other inventories primarily related to, or primarily used or held for use in, the Business, including any such raw materials, work-in-process, finished goods, supplies and other inventories (i) being held by customers of the Business pursuant to consignment arrangements, (ii) being held by suppliers of the Business under tolling or similar arrangements or (iii) treated as current assets in the calculation of Working Capital (collectively, the “Inventory”);
• All the Transferred Permits, subject to Section 2.13 of the Stalking Horse Purchase Agreement;
• Any and all goodwill primarily related to the Business;
• Any and all Accounts Receivable of the Business to the extent included in the final calculation of Closing Working Capital or would be included in the final calculation of Closing Working Capital if the Measurement Time were deemed to be the moment immediately prior to the Closing;
• Any and all claims, demands, causes of action, defenses and rights of offset or counterclaim, right of recovery, bankruptcy claims or proofs of claims or settlement agreements (in any manner arising or existing, whether choate or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or relating to the Business, the Purchased Assets or the Assumed Liabilities (including all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of any Seller or Target Entity in relation to any of the Purchased Assets) and the right to retain all proceeds and monies therefrom, other than any Retained Claim;
• Any and all Transferred Benefit Plans and any and all assets, trust agreements or any other funding and administrative Contracts related to the Transferred Benefit Plans;
• Cash Amounts included in the final calculation of the Closing Cash Amounts;
• Originals or, to the extent originals are not available, copies of all Transferred Books and Records; provided that, with respect to any such books and records that are Purchased Assets pursuant to this clause (xv), the Sellers will be permitted to keep (i) copies of such books, records and other materials to the extent required to demonstrate compliance with applicable Law or pursuant to bona fide internal compliance procedures or that are necessary in connection with financial statement preparation or procedures of Sellers and their respective Affiliates, (ii) copies of such books, records and other materials to the extent related to any Excluded Assets or Sellers’ and their respective Affiliates’ Retained Liabilities, and (iii) such books, records and other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business consistent with past practice. With respect to any books and records related to any Contract with a third party (or work to be performed under any such Contract or potential Contract), the Transferred Books and Records will include only the books and records, or portions of such books and records, that primarily relate to the Business and copies of the books and records, or portions of such books and records, that otherwise relate to the Business, and the remainder of such books and records will be Excluded Assets;
• xvi. Any and all (i) insurance policies (other than insurance policies related to, or maintained in connection with, any Seller Benefit Plan) to the extent primarily related to the Business and all rights of Sellers and the Target Entities thereunder and all rights to insurance (and the proceeds therefrom) if and only if set forth on Section 2.5(p) of the Seller Disclosure Schedules and (ii) rights to all net insurance proceeds actually received (without deduction for any payments any Seller or its Affiliates is obligated to make to a third-party insurer in connection with self-insurance or co-insurance from Seller or its Affiliates, other than the deductible of the Business as of the date of the Stalking Horse Purchase Agreement) from third parties by any Seller or any of its Affiliates under any insurance policy written prior to the Closing with respect to (A) the Purchased Assets prior to the Closing (other than such proceeds to the extent used to purchase replacement assets that are included in the Purchased Assets) or (B) any Assumed Liabilities (the “Purchased Insurance Proceeds”);
• Any and all confidentiality agreements entered into by any Seller respecting a sale of the Business in connection with the Transaction or that primarily relate to the Business, the Purchased Assets or the Assumed Liabilities (and not the Excluded Assets or Retained Liabilities), solely to the extent of any and all of Sellers’ rights to enforce any provision thereof and of any confidentiality agreements entered into by any Seller or any of their Affiliates that relate to the Business against the counterparties thereto and any claims thereunder; and
• All other assets, properties, Contracts, rights and claims (i) primarily used or held for use or otherwise primarily relating to the Business or the Target Entities or (ii) reflected in the 2019 Audited Additional Financial Statements (other than those assets, properties, Contracts, rights and claims that (1) have been sold, transferred or otherwise disposed of in compliance with the covenant set forth in Section 5.1(b)(iv)(C) of the Stalking Horse Purchase Agreement, applied as if such covenant were in effect from and after the Measurement Time or (2) have become obsolete in the ordinary course of business (or with respect to rights under Contracts, excluding Contracts that have expired or terminated in accordance with their terms), in each case since the date of the 2019 Audited Additional Financial Statements).