ITS EMPLOYEES, REPRESENTATIVES
OR CONSULTANTS TO DISCLOSE THE PURPOSES FOR SELLER'S DUE DILIGENCE REVIEW,
WITHOUT THE CONSENT OF APOLLO LNG AND OF APOLLO, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED;
(C)
SELLER SHALL OBTAIN THE PRIOR APPROVAL OF APOLLO BEFORE CONDUCTING
ANY DISCUSSIONS WITH APOLLO'S EMPLOYEES, VENDORS, CUSTOMERS OR SERVICE
PROVIDERS, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
(D)
SELLER SHALL INDEMNIFY APOLLO AGAINST ANY PHYSICAL DAMAGE OR
INJURY TO PROPERTY OR PERSONS OR FOR ANY LOSS OR DAMAGE PROXIMATELY ARISING FROM
SELLERS' DUE DILIGENCE REVIEW;
(E)
EXCEPT AS OTHERWISE REQUIRED BY LAW, ANY INFORMATION CONCERNING
APOLLO'S PROPERTIES GATHERED BY SELLER AS THE RESULT OF, OR IN CONNECTION WITH,
SELLER'S DUE DILIGENCE REVIEW SHALL BE KEPT CONFIDENTIAL AND SHALL NOT BE
REVEALED TO, OR DISCUSSED WITH, ANYONE OTHER THAN REPRESENTATIVES OF SELLER;
(F)
FROM THE EFFECTIVE DATE THROUGH THE CLOSING DATE, APOLLO LNG AND
APOLLO SHALL NOTIFY SELLER PROMPTLY OF (I) ANY ACTIONS OR PROCEEDINGS THREATENED
OR COMMENCED AGAINST APOLLO LNG OR APOLLO OR AGAINST ANY OFFICER, DIRECTOR,
AFFILIATE, EMPLOYEE, PROPERTIES OR ASSETS OF APOLLO OR APOLLO LNG WHICH COULD
IMPAIR APOLLO'S OR APOLLO 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.
4.9.
APOLLO LNG'S AND APOLLO'S CONDUCT OF BUSINESS.
WITHOUT IN ANY WAY
LIMITING ANY OTHER OBLIGATION OF THE SELLER PURSUANT TO THIS AGREEMENT, FROM THE
EFFECTIVE DATE UNTIL THE CLOSING, APOLLO LNG AND APOLLO SHALL (A) MAINTAIN THEIR
BOOKS AND RECORDS IN ACCORDANCE WITH PAST PRACTICES; (B) COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS; (C) CONDUCT THEIR BUSINESS IN THE ORDINARY
COURSE OF BUSINESS; (D) MAINTAIN INSURANCE ON THE ASSETS AND OPERATIONS
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OF THEIR BUSINESS IN AMOUNTS AND WITH COVERAGE AT LEAST AS GREAT AS THE AMOUNTS
AND COVERAGE PRESENTLY MAINTAINED BY APOLLO; (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 SELLER WOULD BE LIABLE OR WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT.
APOLLO LNG AND APOLLO WILL NOT TAKE OR
PERMIT ANY ACTION TO BE TAKEN WHICH WOULD RESULT IN ANY REPRESENTATION OR
WARRANTY OF EITHER OR APOLLO LNG OR APOLLO HEREIN BECOMING UNTRUE OR INCORRECT
IN ANY MATERIAL RESPECT.
4.10.
RECORDS.
AFTER THE CLOSING, APOLLO LNG SHALL MAINTAIN THE BOOKS
AND RECORDS RELATING TO ALT IN AN ORDERLY AND BUSINESSLIKE FASHION AND SHALL
PERMIT SELLERS TO HAVE REASONABLE ACCESS AT SELLER'S EXPENSE TO SUCH BOOKS AND
RECORDS IN CONNECTION WITH THE PREPARATION OF SELLER'S FINANCIAL REPORTS, TAX
RETURNS, TAX AUDITS, THE DEFENSE OR PROSECUTION OF LITIGATION (INCLUDING
ARBITRATION), OR ANY OTHER REASONABLE NEED OF SELLER TO CONSULT SUCH BOOKS AND
RECORDS.
4.11.
CERTIFICATES OF CLEARANCE.
SELLER SHALL EXERCISE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN AND DELIVER TO APOLLO LNG AS SOON AS REASONABLY
PRACTICABLE AFTER THE CLOSING, CERTIFICATES OF CLEARANCE FROM THE ARIZONA