AND
SUBSTANCE TO APOLLO LNG.
(L)
COLLATERAL AGREEMENTS.
THE COLLATERAL AGREEMENTS SHALL HAVE BEEN
EXECUTED AND DELIVERED BY THE RESPECTIVE PARTIES TO SUCH AGREEMENTS.
(M)
RELATED TRANSACTIONS.
THE TRANSACTIONS CONTEMPLATED BY THE HLDM
STOCK PURCHASE AGREEMENT AND THE MOUNTAIN STATES STOCK PURCHASE AGREEMENT SHALL
CLOSE IMMEDIATELY FOLLOWING THE CLOSING UNDER THIS AGREEMENT, BUT, IN NO EVENT
LATER THAN DECEMBER 7, 2005.
5.2.
CONTINGENCIES OF SELLER.
SELLER'S OBLIGATIONS TO SELL THE UNITS
AND TO TAKE THE OTHER ACTIONS REQUIRED TO BE TAKEN BY SELLER AND ALT AT THE
CLOSING ARE SUBJECT TO THE SATISFACTION, AT OR PRIOR TO THE CLOSING, OF EACH OF
THE FOLLOWING CONDITIONS (ANY OF WHICH MAY BE WAIVED BY SELLER, IN WHOLE OR IN
PART, IN WRITING).
(A)
REPRESENTATIONS AND WARRANTIES; AGREEMENTS; COVENANTS.
EACH OF
THE REPRESENTATIONS AND WARRANTIES OF APOLLO LNG AND OF APOLLO SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE DATE MADE AND SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF THE CLOSING. EACH OF THE OBLIGATIONS OF APOLLO
(AND APOLLO LNG) REQUIRED BY THIS AGREEMENT TO BE PERFORMED BY THEM AT OR PRIOR
TO THE CLOSING SHALL HAVE BEEN DULY PERFORMED AND COMPLIED WITH IN ALL MATERIAL
RESPECTS AS OF THE CLOSING. AT THE CLOSING, SELLER SHALL RECEIVE A CERTIFICATE,
DATED THE CLOSING DATE AND DULY EXECUTED BY APOLLO LNG AND BY APOLLO TO THE
EFFECT THAT THE CONDITIONS SET FORTH IN THIS SECTION 5.2(A) HAVE BEEN SATISFIED
EXCEPT AS SPECIFIED IN SUCH CERTIFICATE
(B)
AUTHORIZATIONS; CONSENTS.
ALL CORPORATE ACTION NECESSARY TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN DULY AND
VALIDLY TAKEN BY APOLLO AND BY APOLLO LNG, AND ALL NOTICES TO, AND DECLARATIONS,
FILINGS AND REGISTRATIONS WITH, AND CONSENTS, AUTHORIZATIONS, APPROVALS AND
WAIVERS FROM, GOVERNMENTAL AUTHORITIES AND THIRD PERSONS REQUIRED TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED HEREBY SHALL HAVE BEEN MADE OR OBTAINED.
18
(C)
ORGANIZATIONAL DOCUMENTS.
APOLLO AND APOLLO LNG SHALL HAVE
DELIVERED TO SELLER EACH OF THE FOLLOWING DOCUMENTS:
(I)
CERTIFIED COPIES OF THE ARTICLES OF INCORPORATION AND BYLAWS OF
APOLLO AND OF APOLLO LNG; AND
(II)
APPROPRIATE BOARD AND SHAREHOLDER RESOLUTIONS, AND OTHER SIMILAR
DOCUMENTS IN ORDER TO APPROVE AND IMPLEMENT FURTHER THE TRANSACTIONS
CONTEMPLATED HEREUNDER IN FORM REASONABLY SATISFACTORY TO COUNSEL FOR SELLER.
(D)
ABSENCE OF LITIGATION.
NO ORDER, STAY, INJUNCTION OR DECREE OF
ANY GOVERNMENTAL AUTHORITY SHALL BE IN EFFECT (I) THAT PREVENTS OR DELAYS THE
CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY; OR (II) WOULD
IMPOSE ANY LIMITATION ON THE ABILITY OF SELLER EFFECTIVELY TO EXERCISE FULL
RIGHTS OF OWNERSHIP OF THE APOLLO LNG STOCK. NO ACTION, SUIT OR PROCEEDING
BEFORE ANY GOVERNMENTAL AUTHORITY SHALL BE PENDING (OR THREATENED BY ANY
GOVERNMENTAL AUTHORITY), AND NO INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY
SHALL HAVE BEEN COMMENCED (AND BE PENDING), SEEKING TO RESTRAIN OR PROHIBIT (OR
QUESTIONING THE VALIDITY OR LEGALITY OF) THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR SEEKING DAMAGES IN CONNECTION THEREWITH WHICH