PROPERTIES, OPERATIONS OR BUSINESS OR (II) THAT SEEKS TO ENJOIN OR
OBTAIN MATERIAL DAMAGES IN RESPECT OF THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(M)
PUBLIC UTILITY HOLDING COMPANY ACT AND
INVESTMENT COMPANY ACT.
NEITHER APOLLO NOR APOLLO PRODUCTION IS A "HOLDING
COMPANY" OR A "PUBLIC UTILITY COMPANY" AS SUCH TERMS ARE DEFINED IN THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1933 AS AMENDED.
NEITHER APOLLO NOR APOLLO
PRODUCTION IS, AS A RESULT OF AND IMMEDIATELY UPON THE CLOSING WILL NOT BE AN
25
"INVESTMENT COMPANY" OR COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED.
(N)
ERISA.
NO LIABILITY TO THE PENSION BENEFIT
GUARANTY CORPORATION HAS BEEN INCURRED WITH RESPECT TO ANY BENEFIT PLAN BY
APOLLO OR APOLLO PRODUCTION OR ANY OF THEIR RESPECTIVE AFFILIATES WHICH IS OR
WOULD BE MATERIALLY ADVERSE TO APOLLO, APOLLO PRODUCTION OR THEIR AFFILIATES.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE ISSUANCE AND SALE OF THE
APOLLO SHARES, WILL NOT INVOLVE ANY TRANSACTION WHICH IS SUBJECT TO THE
PROHIBITIONS OF SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR IN CONNECTION WITH WHICH A TAX OR LIEN COULD BE
IMPOSED THERETO.
(O)
SECURITIES ACT OF 1933.
BASED IN MATERIAL
PART UPON THE REPRESENTATIONS HEREIN OF THE SELLER, APOLLO AND APOLLO PRODUCTION
HAVE COMPLIED AND WILL COMPLY WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES
LAWS IN CONNECTION WITH THE OFFER, ISSUANCE AND SALE OF THE APOLLO SHARES
HEREUNDER.
7.
TERMINATION
7.1.
TERMINATION EVENTS.
THE TRANSACTIONS
CONTEMPLATED HEREIN MAY BE TERMINATED AND/OR ABANDONED PRIOR TO THE CLOSING:
(A)
BY THE MUTUAL CONSENT OF APOLLO, APOLLO
PRODUCTION AND SELLER;
(B)
BY APOLLO AND APOLLO PRODUCTION, IF ANY OF
THE CONDITIONS PROVIDED IN SECTION 5.1 OF THIS AGREEMENT SHALL NOT HAVE BEEN MET
OR WAIVED IN WRITING BY APOLLO AND APOLLO PRODUCTION BY THE CLOSING DATE; OR
(C)
BY SELLER, IF ANY OF THE CONDITIONS
PROVIDED FOR IN SECTION 5.2 OF THIS AGREEMENT SHALL NOT HAVE BEEN MET OR WAIVED
IN WRITING BY SELLER BY THE CLOSING DATE.
7.2.
PROCEDURE UPON TERMINATION.
IN THE EVENT OF
TERMINATION AND/OR ABANDONMENT BY APOLLO AND APOLLO PRODUCTION OR BY SELLER, OR
BOTH, PURSUANT TO SECTION 7.1 HEREOF, WRITTEN NOTICE THEREOF SHALL BE GIVEN TO
THE OTHER PARTIES, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
TERMINATED WITHOUT FURTHER ACTION BY APOLLO, APOLLO PRODUCTION OR BY SELLER.
IF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE TERMINATED AS PROVIDED
HEREIN:
(A)
EACH PARTY, UPON REQUEST BY ANOTHER PARTY,
SHALL RE-DELIVER ALL DOCUMENTS, WORK PAPERS AND OTHER MATERIAL, INCLUDING ALL
COPIES THEREOF, PROVIDED BY THE OTHER PARTY, TO THE PARTY FURNISHING THE SAME;
AND
(B)
NO PARTY HERETO SHALL HAVE ANY LIABILITY OR
FURTHER OBLIGATION TO ANY OTHER PARTY TO THIS AGREEMENT, WITH THE EXCEPTION OF
ANY PROVISIONS HEREOF WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT;
(C)
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE
THAT IF THE CLOSING FAILS TO TIMELY OCCUR DUE TO THE