RESPECTIVELY, AND HAVE
THE POWER TO OWN, LEASE AND USE THE PROPERTIES USED IN THEIR BUSINESSES AND TO
CARRY ON THEIR BUSINESSES AS NOW BEING CONDUCTED. THEY ARE EACH DULY QUALIFIED
TO DO BUSINESS AND EACH IS IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH
STATE AND JURISDICTION WHERE QUALIFICATION AS A FOREIGN CORPORATION IS REQUIRED,
EXCEPT TO THE EXTENT THAT ANY
20
VARIATION OR FAILURE THEREOF SHALL NOT BE MATERIAL IN ITS EFFECT.
SCHEDULE 6.2(A) LISTS (A) THE STATES AND OTHER JURISDICTIONS WHERE EITHER APOLLO
OR APOLLO PRODUCTION IS SO QUALIFIED; AND (II) THE ASSUMED NAMES UNDER WHICH
EITHER CONDUCTS BUSINESS OR HAS CONDUCTED BUSINESS DURING THE PAST FIVE
(5) YEARS. APOLLO AND APOLLO PRODUCTION EACH HAVE FULL POWER AND AUTHORITY TO
ENTER INTO THIS AGREEMENT, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY
AND TO PERFORM THEIR RESPECTIVE OBLIGATIONS HEREUNDER.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN BY APOLLO AND APOLLO PRODUCTION HAVE BEEN DULY AUTHORIZED BY
ALL REQUISITE CORPORATE ACTION ON THE PART OF APOLLO AND APOLLO PRODUCTION.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY APOLLO AND APOLLO
PRODUCTION AND IS A VALID AND BINDING OBLIGATION OF APOLLO AND APOLLO PRODUCTION
ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT
SUCH ENFORCEABILITY (I) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS
GENERALLY, AND (II) IS SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
ALL
GOVERNMENTAL APPROVALS REQUIRED BY ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER APOLLO AND APOLLO PRODUCTION AND THEIR RESPECTIVE OPERATIONS,
ARE NOW AND WILL BE CURRENT AND VALID AS OF THE DATE OF CLOSING. APOLLO AND
APOLLO PRODUCTION HAVE PREVIOUSLY DELIVERED OR MADE AVAILABLE TO SELLER COMPLETE
AND CORRECT COPIES OF THEIR ARTICLES OF INCORPORATION, BYLAWS AND OTHER
CORPORATE DOCUMENTS AS AMENDED AND PRESENTLY IN EFFECT.
(B)
APPROVALS; CONSENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 6.2(B) HERETO, NO GOVERNMENTAL APPROVAL IS NECESSARY TO BE OBTAINED OR
MADE BY APOLLO OR BY APOLLO PRODUCTION TO ENABLE THEM TO CONTINUE TO CONTINUE TO
CONDUCT THEIR BUSINESSES AND OPERATIONS AND USE THEIR PROPERTIES AFTER THE
CLOSING IN A MANNER WHICH IS IN ALL MATERIAL RESPECTS CONSISTENT WITH THAT IN
WHICH THEY ARE CURRENTLY CONDUCTED EXCEPT FOR THE RENEWAL OF ANY PERMITS IN THE
ORDINARY COURSE OF BUSINESS (THE RENEWAL OF WHICH IS PURELY ADMINISTRATIVE IN
NATURE AND DOES NOT CALL FOR A DISCRETIONARY REVIEW BY ANY GRANTING AUTHORITY)
AND FOR WHICH APOLLO AND APOLLO PRODUCTION HAVE NO REASON TO BELIEVE WILL NOT BE
ROUTINELY RENEWED.
(C)
FINANCIAL STATEMENTS.
ATTACHED AS
SCHEDULE 6.2(C) ARE TRUE AND COMPLETE COPIES OF:
(I)
THE AUDITED BALANCE SHEET OF APOLLO AS
OF DECEMBER 31, 2004 AND THE RELATED STATEMENTS OF INCOME, STOCKHOLDERS' EQUITY
AND CASH FLOW FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004, TOGETHER WITH THE
NOTES THERETO, IN EACH CASE EXAMINED BY AND ACCOMPANIED BY THE REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND THE UNAUDITED BALANCE SHEETS OF
APOLLO AND