LNG'S ABILITY TO PERFORM THEIR OBLIGATIONS
UNDER THIS AGREEMENT, AND (II) ANY REQUEST FOR ADDITIONAL INFORMATION OR
DOCUMENTARY MATERIALS BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.
(H)
PROMPTLY UPON REQUEST, SELLING STOCKHOLDER
SHALL DELIVER TO APOLLO LNG COPIES OR ORIGINALS OF MINUTE BOOKS, PROPERTY FILES,
ACCOUNTING AND TAX RECORDS, AND OTHER MATERIAL RECORDS IN WHATEVER FORM OR
MEDIUM THAT RELATE TO THE BUSINESS OR ASSETS OF HLDM OR ARIZONA LNG, AND THAT
ARE IN THE POSSESSION OR CONTROL OF SELLING STOCKHOLDER, HLDM, OR ARIZONA LNG,
AND APOLLO LNG SHALL RECEIVE POSSESSION OF ALL ORIGINAL RECORDS, TO THE EXTENT
THEY ARE IN THE POSSESSION OF SELLING STOCKHOLDER, HLDM OR ARIZONA LNG AND, IN
THE EVENT SUCH ORIGINALS ARE NOT SO POSSESSED, THEN TRUE, COMPLETE AND ACCURATE
COPIES THEREOF.
10
4.4.
SELLING STOCKHOLDER'S CONDUCT OF BUSINESS.
WITHOUT IN ANY WAY LIMITING ANY OTHER OBLIGATION OF SELLING STOCKHOLDER
PURSUANT TO THIS AGREEMENT, FROM THE EFFECTIVE DATE UNTIL THE CLOSING, SELLING
STOCKHOLDER SHALL CAUSE HLDM AND ARIZONA LNG TO: (A) MAINTAIN THEIR BOOKS AND
RECORDS IN ACCORDANCE WITH PAST PRACTICES; (B) COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS; (C) CONDUCT THEIR BUSINESSES IN THE ORDINARY COURSE OF
BUSINESS; (D) MAINTAIN INSURANCE ON THE ASSETS AND OPERATIONS OF THEIR
BUSINESSES IN AMOUNTS AND WITH COVERAGE AT LEAST AS GREAT AS THE AMOUNTS AND
COVERAGE PRESENTLY MAINTAINED BY THEM; (E) NOT DO ANY ACT OR OMIT TO DO ANY ACT,
OR PERMIT ANY ACT OR OMISSION TO ACT, WHICH WOULD CAUSE A BREACH OF ANY
CONTRACT, COMMITMENT OR OBLIGATION FOR WHICH APOLLO LNG OR APOLLO WOULD BE
LIABLE OR WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
SELLING STOCKHOLDER WILL
NOT TAKE OR PERMIT ANY ACTION TO BE TAKEN WHICH WOULD RESULT IN ANY
REPRESENTATION OR WARRANTY OF SELLING STOCKHOLDER HEREIN BECOMING UNTRUE OR
INCORRECT IN ANY MATERIAL RESPECT.
4.5.
EMPLOYEES.
AS OF THE EFFECTIVE DATE, THE
COMPANIES DO NOT HAVE ANY EMPLOYEES.
SELLING STOCKHOLDER SHALL INDEMNIFY,
DEFEND, AND HOLD HARMLESS APOLLO LNG FROM ANY AND ALL OBLIGATIONS, CLAIMS,
LOSSES, OR EXPENSES ASSOCIATED IN ANY MANNER WITH EACH COMPANY'S FORMER
EMPLOYEES AND COBRA PARTICIPANTS' RIGHTS TO GROUP HEALTH COVERAGE BENEFITS AFTER
THEIR EMPLOYMENT TERMINATION.
4.6.
SELLING STOCKHOLDER'S ACCESS TO RECORDS.
UPON
THE MUTUAL EXECUTION OF THIS AGREEMENT, APOLLO AND APOLLO LNG SHALL GIVE SELLING
STOCKHOLDER, ITS COUNSEL, ACCOUNTANTS, LENDERS, AND OTHER DESIGNATED AGENTS FULL
ACCESS, AT REASONABLE TIMES AND ON REASONABLE NOTICE BUT WITHOUT ANY
UNREASONABLE DISRUPTION TO APOLLO'S BUSINESS, TO ALL RECORDS, ASSETS, PROPERTIES
AND OPERATIONS PERTAINING TO APOLLO OR TO APOLLO LNG. THE ACTIVITIES DESCRIBED
IN THIS SECTION SHALL BE REFERRED TO AS THE "SELLING STOCKHOLDER'S DUE DILIGENCE
REVIEW".
4.7.
SELLING STOCKHOLDER'S DUE DILIGENCE REVIEW.
SELLING STOCKHOLDER'S DUE DILIGENCE REVIEW SHALL ALSO BE SUBJECT TO THE
FOLLOWING TERMS AND CONDITIONS:
(A)
SELLING STOCKHOLDER'S DUE DILIGENCE REVIEW
SHALL BE SCHEDULED THROUGH DESIGNATED REPRESENTATIVE(S) OF APOLLO, AND WHICH
SHALL HAVE THE RIGHT TO ACCOMPANY SELLING STOCKHOLDER'S EMPLOYEES,
REPRESENTATIVES AND AGENTS AS THEY PERFORM SELLING STOCKHOLDER'S DUE DILIGENCE
REVIEW;
(B)
SELLING