OR PUBLICATION.
10.16.
EXPENSES.
EACH PARTY TO THIS AGREEMENT SHALL PAY ALL
EXPENSES INCURRED BY IT OR ON ITS BEHALF IN CONNECTION WITH THE PREPARATION,
AUTHORIZATION, EXECUTION AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREUNDER, INCLUDING BUT NOT LIMITED TO, ALL FEES AND EXPENSES OF
AGENTS, REPRESENTATIVES, COUNSEL, AND ACCOUNTANTS ENGAGED BY SUCH PARTY.
10.17.
CONFIDENTIALITY AGREEMENT.
THE PARTIES AGREE THAT THE
CONFIDENTIALITY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, AND EACH PARTY
AGREES TO COMPLY WITH ITS TERMS AND CONDITIONS.
10.18.
DISCLOSURE SCHEDULES; INTERPRETATION.
ANY MATTER SET
FORTH IN A DISCLOSURE SCHEDULE SHALL BE DEEMED DISCLOSURE ALSO FOR PURPOSES OF
ANY OTHER SECTIONS OR DISCLOSURE SCHEDULES IN THIS AGREEMENT TO WHICH IT MAY
RELATE.
FAILURE TO PROVIDE A CROSS REFERENCE TO OTHER APPLICABLE SECTIONS
CONTAINED IN THE AGREEMENT OR DISCLOSURE SCHEDULES SHALL NOT, HOWEVER, BE DEEMED
A FAILURE TO DISCLOSE UNLESS A REASONABLE PERSON WOULD BE UNABLE TO DETERMINE
THAT THE DISCLOSURE CONTAINED IN SUCH SECTION OR DISCLOSURE SCHEDULE CONTAINS
ENOUGH INFORMATION TO QUALIFY OR OTHERWISE APPLY TO OTHER REPRESENTATIONS,
SECTIONS OR DISCLOSURE SCHEDULES CONTAINED IN THIS AGREEMENT.
10.19.
CONFIDENTIAL INFORMATION.
PRIOR TO THE CLOSING DATE AND
THEREAFTER IF THE CLOSING FAILS TO OCCUR, APOLLO, APOLLO PRODUCTION, AND THEIR
REPRESENTATIVES AND SELLER AND ITS REPRESENTATIVES WILL HOLD IN STRICT
CONFIDENCE, ALL DATA AND INFORMATION OBTAINED REGARDING THE OTHER, THEIR ASSETS,
THE OPERATIONS, AND FINANCIAL STATUS OBTAINED IN CONNECTION WITH THIS
TRANSACTION AND THE TERMS OF THIS AGREEMENT.
EXCEPT AS MAY BE REQUIRED BY LAW
OR ANY GOVERNMENTAL AUTHORITY, OR TO OBTAIN ANY CONSENTS OR APPROVALS REQUIRED
BY THIS AGREEMENT, OR TO THEIR RESPECTIVE ATTORNEYS, ACCOUNTANTS, LENDERS,
INSURERS, UTILITY PROVIDERS AND CONSULTANTS, SELLER, APOLLO, AND APOLLO
PRODUCTION WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PART(IES),
MAKE ANY DISCLOSURE TO THIRD PERSONS OR PARTIES OF THE TERMS OF THIS AGREEMENT
OR ANY OTHER MATTER RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
APOLLO, APOLLO PRODUCTION AND SELLER WILL USE THEIR COMMERCIALLY REASONABLE
EFFORTS TO AVOID SUCH PUBLICITY IN
35
ANY NEWSPAPER OR MAGAZINE, OR ON ANY RADIO OR TELEVISION STATION, OR THROUGH ANY
OTHER MEDIUM OF PUBLICATION.
10.20.
JOINT AND SEVERAL LIABILITY.
THE LIABILITY AND
OBLIGATIONS OF NEPTUNE AND GOLDEN SPREAD HEREUNDER SHALL BE JOINT AND SEVERAL,
AND THE LIABILITY AND OBLIGATIONS OF APOLLO AND APOLLO LNG UNDER THIS AGREEMENT
SHALL BE JOINT AND SEVERAL.
10.21.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER CONTAINED IN THIS
AGREEMENT.
ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS OF THE PARTIES, ORAL OR WRITTEN, ARE SUPERSEDED BY AND MERGED IN
THIS AGREEMENT.
NO SUPPLEMENT, MODIFICATION OR AMENDMENT OF THIS AGREEMENT WILL
BE BINDING UNLESS IN WRITING AND EXECUTED BY APOLLO, APOLLO PRODUCTION AND
SELLER.
10.22.
KEN KELLEY GOODWILL AND LIABILITY.
KEN KELLEY IS
ENTERING INTO THIS AGREEMENT SOLELY FOR THE PURPOSE OF CONVEYING THE KEN KELLEY
GOODWILL AND RECEIVING AS CONSIDERATION THEREFOR, THE APOLLO SHARES ALLOCABLE TO
KEN KELLEY.
KEN KELLEY MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS, OR
AGREEMENTS