OF BUSINESS ;
(6)
WRITTEN DOWN THE VALUE OF ANY INVENTORY OR
WRITTEN OFF AS UNCOLLECTIBLE ANY ACCOUNTS RECEIVABLE OR ANY PORTION THEREOF NOT
REFLECTED IN APOLLO'S FINANCIAL STATEMENTS EXCEPT IN THE ORDINARY COURSE OF
BUSINESS;
(7)
INCURRED ANY OBLIGATION OR LIABILITY TO ANY
EMPLOYEE FOR THE PAYMENT OF SEVERANCE BENEFITS OF MORE THAN $1,000; OR
(8)
ENTERED INTO ANY AGREEMENT OR MADE ANY
COMMITMENT TO DO ANY OF THE FOREGOING.
(F)
JUDGMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 6.2(F) HERETO, NEITHER APOLLO NOR APOLLO LNG IS 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 AND APOLLO LNG HEREBY REPRESENT AND WARRANT TO SELLING STOCKHOLDER THAT
THEY 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 BUSINESSES OF APOLLO AND APOLLO LNG
ARE BEING CONDUCTED IN COMPLIANCE WITH ALL LAWS APPLICABLE TO EITHER APOLLO OR
APOLLO LNG OR ANY OF THEIR 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 AND APOLLO LNG OWN OR HOLD ALL
GOVERNMENTAL APPROVALS MATERIAL TO THE CONDUCT OF THEIR BUSINESS. TO APOLLO'S
AND APOLLO LNG'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
26
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 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