PRACTICE NOT EXCEEDING 10% OR
ENTERED INTO ANY EMPLOYMENT OR SEVERANCE AGREEMENT OR ARRANGEMENT WITH ANY OF
THEM;
(8)
INCURRED ANY OBLIGATION OR LIABILITY TO ANY EMPLOYEE FOR THE
PAYMENT OF SEVERANCE BENEFITS OF MORE THAN $1,000; OR
(9)
ENTERED INTO ANY AGREEMENT OR MADE ANY COMMITMENT TO DO ANY OF THE
FOREGOING.
(F)
LEGAL MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 6.2(F) HERETO,
APOLLO IS NOT SUBJECT TO ANY JUDGMENT, DECREE, WRIT, INJUNCTION RULING OR ORDER
(COLLECTIVELY, "APOLLO JUDGMENTS") OF ANY GOVERNMENTAL AUTHORITY.
SCHEDULE 6.2(F) IDENTIFIES EACH APOLLO JUDGMENT, EACH OF WHICH IS FULLY COVERED
BY AN INSURANCE POLICY AND APOLLO HEREBY REPRESENTS AND WARRANTS TO SELLER THAT
IT SHALL BE FINANCIALLY RESPONSIBLE FOR THE FULL SATISFACTION OF ANY SUCH APOLLO
JUDGMENT, INCLUDING COSTS OF DEFENSE AND COSTS OF COURT AND ATTORNEY FEES, TO
THE EXTENT THAT (I) ANY SUCH APOLLO JUDGMENT, INCLUDING COSTS OF DEFENSE AND
COSTS OF COURT INCLUDING ATTORNEY FEES, IS NOT COVERED BY INSURANCE; AND (II) TO
THE EXTENT THAT ANY SUCH APOLLO JUDGMENT, INCLUDING COSTS OF DEFENSE AND COSTS
OF COURT AND ATTORNEY FEES, IS NOT FULLY SATISFIED BY INSURANCE PROCEEDS.
(I)
THE BUSINESS OF APOLLO IS BEING CONDUCTED IN COMPLIANCE WITH ALL
LAWS APPLICABLE TO EITHER APOLLO OR ANY OF ITS BUSINESSES OR PROPERTIES, EXCEPT
FOR WHERE THE FAILURE TO BE IN SUCH COMPLIANCE COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
APOLLO OWNS OR HOLDS ALL GOVERNMENTAL APPROVALS MATERIAL TO THE
CONDUCT OF ITS BUSINESS. TO APOLLO'S KNOWLEDGE, NO EVENT HAS OCCURRED AND IS
CONTINUING WHICH PERMITS, OR AFTER NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD
PERMIT, ANY MODIFICATION OR TERMINATION OF ANY GOVERNMENTAL APPROVAL.
(G)
INVENTORIES.
THE VALUES AT WHICH INVENTORIES ARE CARRIED BY
APOLLO ON ITS BALANCE SHEETS REFLECT THE NORMAL INVENTORY VALUATION POLICIES OF
APOLLO.
(H)
TAXES.
APOLLO AND, FOR ANY PERIOD DURING ALL OR PART OF WHICH,
THE TAX LIABILITY OF ANY OTHER CORPORATION OR ENTITY WAS DETERMINED ON A
COMBINED OR CONSOLIDATED BASIS WITH APOLLO ANY SUCH OTHER CORPORATION OR ENTITY,
HAVE FILED TIMELY ALL FEDERAL, STATE, LOCAL AND FOREIGN TAX RETURNS, REPORTS AND
DECLARATIONS REQUIRED TO BE FILED (OR HAVE OBTAINED OR TIMELY APPLIED FOR AN
EXTENSION WITH RESPECT TO SUCH FILING) CURRENTLY REFLECTING THE APOLLO TAXES (AS
DEFINED BELOW) AND ALL OTHER INFORMATION REQUIRED TO BE REPORTED THEREON, AND
HAVE PAID, OR MADE
30
ADEQUATE PROVISION FOR THE PAYMENT OF, ALL APOLLO TAXES WHICH ARE DUE PURSUANT
TO SUCH RETURNS OR ARE PURSUANT TO ANY ASSESSMENTS RECEIVED BY APOLLO OR ANY
SUCH OTHER CORPORATION OR ENTITY. AS USED HEREIN, "APOLLO TAXES" SHALL MEAN ALL
TAXES, FEES LEVIES OR OTHER ASSESSMENTS, INCLUDING BUT NOT LIMITED TO INCOME,
EXCISE, PROPERTY (INCLUDING PROPERTY TAXES PAID BY APOLLO PURSUANT TO ANY
LEASE), SALES, FRANCHISE, WITHHOLDING, SOCIAL SECURITY AND UNEMPLOYMENT TAXES
IMPOSED BY THE UNITED STATES, OR ANY STATE, COUNTY, LOCAL OR FOREIGN GOVERNMENT,
OR ANY SUBDIVISION OR AGENCY THEREOF, OR TAXING AUTHORITY THEREIN, AND ANY
INTEREST, PENALTIES OR ADDITIONS TO TAX RELATING