9601, ET SEQ.; THE RESOURCE
CONSERVATION AND RECOVERY ACT OF 1976, 42 U.S.C. §§ 6901, ET SEQ.; THE TOXIC
SUBSTANCES CONTROL ACT OF 1976, 15 U.S.C. §§ 2604, ET SEQ.; THE SUPERFUND
AMENDMENTS AND REAUTHORIZATION ACT OF 1986, TITLE III, 42 U.S.C. §§ 11001, ET
SEQ.; THE CLEAN AIR ACT, 42 U.S.C. §§ 7401 ET SEQ.; THE FEDERAL WATER POLLUTION
CONTROL ACT, 33 U.S.C. §§ 1251, ET SEQ.; THE SAFE DRINKING WATER ACT, 42 U.S.C.
§§ 300F, ET SEQ.; THE SOLID WASTE DISPOSAL ACT, 42 U.S.C. §§ 3251, ET SEQ.; AND
THE STORAGE TANK REQUIREMENTS IN 40 C.F.R. PART 280.
THE TERM "HAZARDOUS
SUBSTANCES" SHALL MEAN THOSE SUBSTANCES INCLUDED WITHIN THE DEFINITIONS OF
"HAZARDOUS SUBSTANCE," "HAZARDOUS WASTE," "HAZARDOUS MATERIAL," "TOXIC
SUBSTANCE," "SOLID WASTE," OR "POLLUTANT OR CONTAMINANT" IN, OR OTHERWISE
REGULATED BY, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT OF 1980; THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976; THE
TOXIC SUBSTANCES CONTROL ACT OF 1976; THE HAZARDOUS MATERIALS TRANSPORTATION
ACT, 49 U.S.C. §§ 1801, ET SEQ.; AND IN THE REGULATIONS PROMULGATED PURSUANT TO
SAID LAWS.
(P)
EFFECT OF AGREEMENT.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY NEPTUNE AND GOLDEN SPREAD OF THIS AGREEMENT, AND THE
CONSUMMATION BY NEPTUNE AND GOLDEN SPREAD OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT, WITH OR WITHOUT THE GIVING OF NOTICE OR THE LAPSE OF TIME, OR
BOTH, (I) RESULT IN A DEFAULT, RIGHT TO ACCELERATE OR LOSS OF MATERIAL RIGHTS
UNDER, OR RESULT IN, CAUSE OR CREATE ANY MATERIAL LIABILITY, CHARGE OR LIEN
PURSUANT TO, ANY FRANCHISE, MORTGAGE, DEED OF TRUST, LEASE, LICENSE, AGREEMENT,
OR OTHER CONTRACTUAL RELATIONSHIP TO WHICH NEPTUNE, GOLDEN SPREAD, OR MOUNTAIN
STATES IS A PARTY OR BY WHICH ANY OF THEM OR THEIR ASSETS MAY BE BOUND OR
AFFECTED; (II) VIOLATE ANY JUDGMENT APPLICABLE TO NEPTUNE, GOLDEN SPREAD, OR
MOUNTAIN STATES; OR (III) VIOLATE ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS
OF NEPTUNE, GOLDEN SPREAD OR MOUNTAIN STATES.
(Q)
LITIGATION.
EXCEPT AS SET FORTH ON
SCHEDULE 6.1(Q), THERE IS NO LEGAL ACTION, SUIT, PROCEEDING, GRIEVANCE,
ARBITRATION, INVESTIGATION, AUDIT OR CLAIM BY, OF OR BEFORE ANY COURT,
ARBITRATION PANEL, GOVERNMENTAL AUTHORITY, OR OTHER BODY ACTING IN AN
ADJUDICATIVE CAPACITY PENDING OR, TO THE SELLER'S KNOWLEDGE, THREATENED AGAINST
EITHER SELLER OR MOUNTAIN STATES, (I) THAT INVOLVES OR COULD REASONABLY BE
EXCEPTED TO INVOLVE MOUNTAIN STATES OR ANY OF ITS ASSETS, PROPERTIES, OPERATIONS
OR BUSINESS OR (II) THAT SEEKS TO ENJOIN OR OBTAIN MATERIAL DAMAGES IN RESPECT
OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.2.
WARRANTIES AND REPRESENTATIONS OF APOLLO
PRODUCTION AND OF APOLLO.
IN ORDER TO INDUCE SELLER TO ENTER INTO THIS
AGREEMENT, APOLLO AND APOLLO PRODUCTION, JOINTLY AND SEVERALLY, COVENANT,
WARRANT AND REPRESENT TO SELLER THAT EACH OF THE FOLLOWING REPRESENTATIONS AND
WARRANTIES IS TRUE AS OF THE DATE OF THIS AGREEMENT AND WILL BE TRUE ON AND AS
OF THE CLOSING DATE.
(A)
ORGANIZATION AND LICENSING.
APOLLO AND
APOLLO PRODUCTION ARE CORPORATIONS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE STATES OF UTAH AND TEXAS,