EX-10.11




 Exhibit 10.11 
 ASSIGNMENT AND BILL OF SALE 
 THIS ASSIGNMENT AND BILL OF SALE (this
“Agreement”) is executed as of the [•] day of [•], 2014, by Transocean Offshore Deepwater Drilling Inc., a Delaware corporation (“Seller”). 

RECITALS 

WHEREAS, as described in that certain Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”),
dated as of [•], 2014, by and between Transocean Partners Holdings Limited, a Cayman Islands exempted company (“TPHL”), and Transocean Partners LLC, a Marshall Islands limited liability company (“Transocean
Partners”), it is contemplated that Seller will sell, convey, assign, transfer, set over and deliver to [insert name of purchaser], a [insert entity type]
(“Purchaser”) certain property of Seller, including the property described on Schedule A attached hereto (collectively, the “Assets”). 
 WHEREAS, Seller desires to sell, convey, assign, transfer, set over and deliver the Assets to Purchaser in exchange for US$[insert dollar amount], subject to adjustment
pursuant to paragraphs 2 and 4 below (such adjusted amount herein referred to as the “Asset Purchase Price”). 

NOW, THEREFORE, for and in consideration of the premises and the agreements contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which the parties hereto acknowledge, the parties hereto hereby agree as follows: 

1. Seller hereby sells, conveys, assigns, transfers, sets over and delivers the Assets unto Purchaser in exchange for that certain
Promissory Note, dated as of [•], 2014, with Transocean Inc., a Cayman Islands exempted company (“TI”), as debtor, in the aggregate principal amount equal to the Asset Purchase Price. 

2. Subject to the provisions of Sections 7.3 and 7.4 of the Omnibus Agreement, dated as of [•], 2014, by and among
Transocean Ltd., a Swiss corporation, TI, TPHL, Transocean Partners, Triton RIGP DCL Holdings Limited, a Cayman Islands exempted company, Triton RIGP DIN Holdings Limited, a Cayman Islands exempted company, Triton RIGP DD3 Holdings Limited, a Cayman
Islands exempted company, Triton RIGP DCL Holdco Limited, a company organized under the laws of England and Wales, Triton RIGP DIN Holdco Limited, a company organized under the laws of England and Wales, Triton RIGP DD3 Holdco Limited, a company
organized under the laws of England and Wales, Transocean RIGP DCL Opco Limited, a Cayman Islands exempted company, Transocean RIGP DIN Opco Limited, a Cayman Islands exempted company, Transocean RIGP DD3 Opco Limited, a Cayman Islands exempted
company, Transocean RIGP DCL LLC, a Delaware limited liability company, Transocean RIGP DIN LLC, a Delaware limited liability company, and Transocean RIGP DD3 LLC, a Delaware limited liability company (the “Omnibus Agreement”), and
paragraph 3 of this Agreement, Seller indemnifies, defends and holds harmless Purchaser from and against: (a) any Covered Environmental Losses (as defined in the Omnibus Agreement) relating to the Assets to the extent that Seller is notified by
Purchaser of any such Covered Environmental Losses within five years after the Closing Date (as defined in the Omnibus Agreement); (b) Liabilities (as defined in the Omnibus Agreement) to Purchaser arising from (i) the failure of
Purchaser, or Purchaser’s transferees, immediately after the Closing Date, to be the 








 
owner of such valid leasehold interests or fee ownership interests in and to the Assets as are necessary to enable Purchaser, or Purchaser’s transferees, to own and operate the Assets in
substantially the same manner that the Assets were owned and/or operated by Seller, or Seller’s transferors, immediately prior to the date hereof, (ii) without limiting the generality of the other provisions of this Agreement, the
Contribution Agreement or the Omnibus Agreement, any judicial determination substantially to the effect that Seller did not receive reasonably equivalent value in exchange therefor or was rendered insolvent by reason of the sale, conveyance,
assignment, transfer, setting over and delivery or (iii) the failure of Purchaser, or Purchaser’s transferees, to have by the Closing Date any consent or governmental permit necessary to allow Purchaser, or Purchaser’s transferees, to
own or operate the Assets in substantially the same manner that the Assets were owned and/or operated by Seller, or Seller’s transferors, immediately prior to the date thereof, in each of clauses (b)(i) and (b)(iii) above, to the
extent that Seller is notified by Purchaser of such Liabilities within three years after the Closing Date; and (c) (i) any documentary, filing, recording, transfer, deed and conveyance Taxes (as defined in the Omnibus Agreement) that may
be due with respect to the sale, conveyance, assignment, transfer and delivery of the Assets hereunder and (ii) all Tax liabilities attributable to the ownership and operation of the Assets prior to 11:59 p.m. on the date immediately preceding
the date of this Agreement, including any such Tax liabilities of the Seller, or Seller’s transferors, that may result from the consummation of the formation transactions for Purchaser to the extent that Seller is notified by Purchaser of any
such Tax liabilities within the applicable statute of limitations plus 60 days, but excluding any Taxes reserved on the books of Purchaser on the Closing Date. Any indemnification pursuant to this paragraph 2 shall be treated as an adjustment to the
Asset Purchase Price. 
 3. Notwithstanding the preceding provision of this Agreement, the aggregate liability under
(i) clause (a) of paragraph 2 of this Agreement, (ii) similar indemnity provisions contained in all other Assignments and Bills of Sale executed in connection with the Contribution Agreement and (iii) the indemnity contained in
Section 7.1 of the Omnibus Agreement, shall not exceed the limitations contained in Section 7.3 of the Omnibus Agreement. 
 4. Within 60 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth its calculation of Actual Net Working Capital and its calculation of the Post-Closing
Adjustment, if any. If the Post-Closing Adjustment is a positive number, Seller shall pay to Purchaser, within 10 days after its delivery of such statement, an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative
number, Purchaser shall pay to Seller, within 10 days of its receipt of such statement, an amount equal to the absolute value of the Post-Closing Adjustment. As used herein, the term “Actual Net Working Capital” means the amount of
net working capital of [insert name of Rig Operating Company] as of 11:59 p.m. on the date immediately preceding the date of this Agreement, calculated in the same manner as calculated for the forecast for Transocean
Partners included in its registration statement on Form S-1 filed in connection with its initial public offering. As used herein, the term “Post-Closing Adjustment” means the amount equal to $[•] [insert the
amount of estimated net working capital as of the Closing Date] (“Initial Net Working Capital”) minus Actual Net Working Capital. Any Post-Closing Adjustment pursuant to this paragraph 4 shall be treated as an
adjustment to the Asset Purchase Price. 
 5. This Agreement shall be effective as of 11:59 p.m. (Houston, Texas local time) on
the date hereof. 
 6. This Agreement shall be governed by the laws of Texas. 

[Remainder of Page Left Intentionally Blank] 

  
 2 









 EXECUTED as of the date first set forth above. 

 

			
	TRANSOCEAN OFFSHORE DEEPWATER DRILLING, INC.
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  

			
	 AGREED AND ACCEPTED:

	
	 [INSERT NAME OF PURCHASER]

		
	 By:
	 	  

	 Name:
	 	
	Title:	 	

 - Signature Page to Assignment and Bill of Sale - 








 Schedule A 

ASSETS 

[insert list of assets] 

  
 Schedule A-1