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 ALT 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 ALT; OR (III) VIOLATE ANY PROVISION OF
THE ORGANIZATIONAL DOCUMENTS OF NEPTUNE, GOLDEN SPREAD OR ALT.
(R)
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(R), 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 ALT, (I) THAT INVOLVES OR COULD
REASONABLY BE EXCEPTED TO INVOLVE ALT 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 LNG AND OF APOLLO.
IN
ORDER TO INDUCE SELLER TO ENTER INTO THIS AGREEMENT, APOLLO AND APOLLO LNG,
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 LNG ARE
CORPORATIONS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE
LAWS OF THE STATES OF UTAH AND TEXAS, 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 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 LNG 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 LNG 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 COLLATERAL AGREEMENTS AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREIN BY APOLLO AND APOLLO LNG HAVE BEEN DULY
AUTHORIZED BY ALL REQUISITE CORPORATE ACTION ON THE PART OF APOLLO AND APOLLO
LNG.
THIS AGREEMENT HAS BEEN (AND THE COLLATERAL AGREEMENTS WHEN EXECUTED