REFLECT ANY WRITE-UP OR REVALUATION INCREASING THE BOOK VALUE
OF ANY ASSETS EXCEPT AS OTHERWISE CLEARLY AND CONSPICUOUSLY STATED THEREIN. THE
BOOKS AND ACCOUNTS OF APOLLO ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS
AND FAIRLY REFLECT, TO THE EXTENT REQUIRED OR PERMITTED BY GAAP, ALL OF THE
TRANSACTIONS, ITEMS OF INCOME AND EXPENSE AND ALL ASSETS AND LIABILITIES OF THE
BUSINESSES OF APOLLO CONSISTENT WITH PRIOR PRACTICES OF APOLLO, INCLUDING PAST
ACCOUNTING TREATMENTS UTILIZED BY APOLLO.
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(D)
ABSENCE OF UNDISCLOSED LIABILITIES.
TO APOLLO'S AND APOLLO LNG'S
KNOWLEDGE, APOLLO HAS NO LIABILITY OF ANY NATURE WHATSOEVER (WHETHER KNOWN OR
UNKNOWN, DUE OR TO BECOME DUE, ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE) FOR
TAXES (AS DEFINED IN SECTION 6.2(H) HEREOF), EXCEPT FOR (I) LIABILITIES
REFLECTED OR RESERVED AGAINST IN THE MOST RECENT FINANCIAL STATEMENTS PROVIDED
TO SELLER BY APOLLO; (II) LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS AND CONSISTENT WITH PAST PRACTICE AFTER THE DATE OF THE LAST APOLLO
BALANCE SHEETS AS SUPPLIED TO SELLER OR WHICH, INDIVIDUALLY AND IN THE
AGGREGATE, DO NOT HAVE AND CANNOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND (III) LIABILITIES DISCLOSED IN SCHEDULE 6.2(D) OR
SCHEDULE 6.2(H) HERETO.
(E)
ABSENCE OF MATERIAL ADVERSE EFFECT; CONDUCT OF BUSINESS.
(I)
SINCE SEPTEMBER 30, 2005, EXCEPT AS SET FORTH ON
SCHEDULE 6.2(E) HERETO, APOLLO HAS OPERATED IN THE ORDINARY COURSE OF BUSINESS
AND THERE HAS NOT BEEN:
(1)
ANY MATERIAL ADVERSE CHANGE IN THE ASSETS, PROPERTIES, BUSINESS,
OPERATIONS, PROSPECTS, NET INCOME OR FINANCIAL CONDITION OF APOLLO AND NO
FACTOR, EVENT, CONDITION, CIRCUMSTANCE OR PROSPECTIVE DEVELOPMENT EXISTS WHICH
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(2)
ANY MATERIAL LOSS, DAMAGE, DESTRUCTION OR OTHER CASUALTY TO THE
PROPERTY OR OTHER ASSETS OF APOLLO, WHETHER OR NOT COVERED BY INSURANCE;
(3)
ANY CHANGE IN ANY METHOD OF ACCOUNTING OR ACCOUNTING PRACTICE OF
APOLLO; OR
(4)
ANY LOSS OF THE EMPLOYMENT, SERVICES OR BENEFITS OF ANY KEY
EMPLOYEE OF APOLLO.
(II)
SINCE SEPTEMBER 30, 2005, EXCEPT AS SET FORTH IN
SCHEDULE 6.2(E)(II) HERETO, APOLLO HAS NOT:
(1)
INCURRED ANY MATERIAL OBLIGATION OR LIABILITY (WHETHER ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT IN THE ORDINARY COURSE OF BUSINESS ;
(2)
MORTGAGED, PLEDGED OR SUBJECTED TO ANY LIEN ANY OF ITS PROPERTY OR
OTHER ASSETS EXCEPT IN THE ORDINARY COURSE OF BUSINESS, AND EXCEPT FOR MECHANICS
AND MATERIALMEN'S LIENS AND LIENS FOR TAXES NOT YET DUE AND PAYABLE;
(3)
SOLD OR TRANSFERRED ANY ASSETS OR CANCELLED ANY DEBTS OR CLAIMS OR
WAIVED ANY RIGHTS, EXCEPT IN THE ORDINARY COURSE OF BUSINESS ;
(4)
DEFAULTED ON ANY MATERIAL OBLIGATION;
29
(5)
ENTERED INTO ANY MATERIAL TRANSACTION, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS ;
(6)
WRITTEN DOWN THE VALUE OF ANY INVENTORY OR WRITTEN OFF AS
UNCOLLECTIBLE ANY ACCOUNTS RECEIVABLE OR ANY PORTION THEREOF NOT REFLECTED IN
THE APOLLO FINANCIAL STATEMENTS EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(7)
GRANTED ANY INCREASE IN THE COMPENSATION OR BENEFITS OF EMPLOYEES
OTHER THAN THE INCREASES IN ACCORDANCE WITH PAST