AND APOLLO LNG, EITHER
ALONE OR TOGETHER WITH ANY INDIVIDUALS OR ENTITIES APOLLO OR APOLLO LNG HAVE
RETAINED TO ADVISE THEM WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY,
EACH HAVE KNOWLEDGE AND EXPERIENCE IN TRANSACTIONS OF THE TYPE CONTEMPLATED
PURSUANT TO THIS AGREEMENT AND IN THE BUSINESS OF ALT, AND ARE THEREFORE CAPABLE
OF EVALUATING THE RISKS AND MERITS OF ACQUIRING THE UNITS.
APOLLO AND APOLLO
LNG FURTHER ACKNOWLEDGE THAT NO SELLER NOR ANY OF THEIR RESPECTIVE DIRECTORS,
SHAREHOLDERS, EMPLOYEES, PARTNERS,
34
MEMBERS, MANAGERS, OR OWNERS, NOR ANY OF THEIR RESPECTIVE AFFILIATES,
REPRESENTATIVES, AGENTS OR CONSULTANTS HAS MADE ANY REPRESENTATION OR WARRANTY
IN RESPECT OF THE INTERPRETATIONS OR ECONOMIC EVALUATIONS RELATIVE TO ALT,
INCLUDING WITH RESPECT TO THE FUTURE OPERATION OF ALT OR ITS BUSINESS, OR AS TO
THE PROSPECTS (FINANCIAL OR OTHERWISE) OF ALT.
APOLLO AND APOLLO LNG FURTHER
ACKNOWLEDGE, AGREE AND RECOGNIZE THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER
PREDICTIONS CONTAINED OR REFERRED TO IN ANY DOCUMENT PROVIDED TO APOLLO, APOLLO
LNG, OR ANY OF THEIR AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, ARE
PREPARED FOR INTERNAL PLANNING PURPOSES ONLY AND ARE NOT DEEMED TO BE
REPRESENTATIONS AND WARRANTIES OF SELLER, OR SELLER'S RESPECTIVE SHAREHOLDERS,
DIRECTORS, PARTNERS, EMPLOYEES, MEMBERS OR OWNERS, OR ANY OF THEIR RESPECTIVE
AFFILIATES, AGENTS, REPRESENTATIVES, OR CONSULTANTS.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT SELLER MAKES NO
WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE ASSETS
OR PROPERTIES OF ALT, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. UPON
CLOSING, APOLLO AND APOLLO LNG ACKNOWLEDGE THAT THEY HAVE HAD, OR WILL HAVE HAD,
PRIOR TO CLOSING, A REASONABLE OPPORTUNITY TO CONDUCT THEIR DUE DILIGENCE
ACTIVITIES AND TO INSPECT AND EXAMINE THE CONDITION OF EACH AND EVERY ASSET AND
PROPERTY OF ALT, INCLUDING THE ENVIRONMENTAL CONDITIONS OF THE ASSETS AND
PROPERTIES OF ALT, AND APOLLO AND APOLLO LNG ARE AWARE OF AND ACCEPT THE
CONDITION OF EACH AND EVERY ASSET AND PROPERTY OF ALT, INCLUDING THE
ENVIRONMENTAL CONDITIONS OF SUCH ASSETS AND PROPERTIES.
8.6.
REMEDIES.
(A)
THE SOLE AND EXCLUSIVE REMEDY OF APOLLO LNG OR APOLLO UNDER THIS
AGREEMENT, FOR A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY SET FORTH IN
SECTION 6.1 OF THIS AGREEMENT, SHALL BE TO RECEIVE FROM SELLER (AND/OR KELLEY,
IF REQUIRED) SUCH AMOUNT OF THE APOLLO LNG STOCK (IN EQUAL MEASURES OF SERIES A
STOCK AND SERIES B STOCK), CONVEYED TO SELLER AND KELLEY HEREUNDER, WHICH IS
EQUIVALENT TO THE AMOUNTS FOR WHICH APOLLO LNG AND/OR APOLLO ARE ENTITLED TO
INDEMNIFICATION PURSUANT TO SECTION 8.2, VALUED AT $1.00 PER SHARE.
IF, AFTER
SUCH APPLICATION OF APOLLO LNG STOCK TO SUCH INDEMNIFICATION OBLIGATION, THE
SELLER (AND/OR KELLEY, IF REQUIRED) DO NOT POSSESS SUFFICIENT AMOUNTS OF APOLLO
LNG STOCK TO SATISFY THE INDEMNIFICATION OBLIGATION OF SELLER, BECAUSE OF ONE OR
MORE CONVERSIONS OF THE APOLLO LNG STOCK, THEN THE BALANCE OF THE
INDEMNIFICATION OBLIGATION SHALL BE SATISFIED BY THE DELIVERY FIRST, OF APOLLO
COMMON