SELLER, IN GOOD FAITH AND WITH THE ADVICE OF COUNSEL, BELIEVES MAKES IT
UNDESIRABLE TO PROCEED WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
(E)
NO MATERIAL ADVERSE EFFECT.
DURING THE PERIOD FROM SEPTEMBER 30,
2005 TO THE CLOSING, THERE SHALL NOT HAVE BEEN ANY MATERIAL ADVERSE CHANGE WITH
RESPECT TO APOLLO LNG OR OF APOLLO.
(F)
COMPLETION OF DUE DILIGENCE.
SELLER SHALL HAVE COMPLETED THE
SELLER'S DUE DILIGENCE REVIEW AND THE RESULT OF THE SELLER'S DUE DILIGENCE
REVIEW SHALL BE SATISFACTORY TO SELLER.
(G)
CERTIFICATES.
APOLLO AND APOLLO LNG SHALL HAVE FURNISHED THE
SELLER WITH SUCH CERTIFICATES OF THEIR OFFICERS AND OTHERS AS THE SELLERS MAY
REASONABLY REQUEST TO EVIDENCE COMPLIANCE WITH ALL OF THE CONDITIONS SET FORTH
IN THIS SECTION 5.2.
(H)
LEGAL MATTERS.
ALL CERTIFICATES, INSTRUMENTS, OPINIONS AND OTHER
DOCUMENTS REQUIRED TO BE EXECUTED OR DELIVERED BY OR ON BEHALF OF APOLLO OR
APOLLO LNG UNDER THE PROVISIONS OF THIS AGREEMENT, AND ALL OTHER ACTIONS AND
PROCEEDINGS REQUIRED TO BE TAKEN BY OR ON BEHALF OF APOLLO OR APOLLO LNG IN
FURTHERANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE REASONABLY
SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR SELLER.
(I)
BOARD APPROVAL.
THE BOARDS OF DIRECTORS OF NEPTUNE, GOLDEN
SPREAD AND OF ALT SHALL HAVE APPROVED THE CONSUMMATION OF ALL OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(J)
SCHEDULES.
APOLLO AND APOLLO LNG SHALL HAVE DELIVERED TO SELLER
ALL SCHEDULES REFERRED TO IN THIS AGREEMENT AND REQUIRED TO BE DELIVERED BY
APOLLO LNG OR BY APOLLO AND SUCH SCHEDULES SHALL BE ACCEPTABLE IN FORM AND
SUBSTANCE TO SELLER.
19
(K)
COLLATERAL AGREEMENTS.
THE COLLATERAL AGREEMENTS SHALL HAVE BEEN
EXECUTED AND DELIVERED BY THE RESPECTIVE PARTIES TO SUCH AGREEMENTS.
(L)
RELATED TRANSACTIONS.
THE TRANSACTIONS CONTEMPLATED UNDER 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.
6.
REPRESENTATIONS AND WARRANTIES
6.1.
WARRANTIES AND REPRESENTATIONS OF SELLER.
IN ORDER TO INDUCE
APOLLO LNG TO ENTER INTO THIS AGREEMENT, NEPTUNE AND GOLDEN SPREAD, JOINTLY AND
SEVERALLY, COVENANT, WARRANT AND REPRESENT TO APOLLO AND APOLLO LNG THAT EACH OF
THE FOLLOWING REPRESENTATIONS AND WARRANTIES ARE MATERIALLY TRUE AND CORRECT AS
OF THE DATE OF THIS AGREEMENT AND WILL BE MATERIALLY TRUE ON AND AS OF THE
CLOSING DATE:
(A)
ORGANIZATION AND LICENSING.
ALT IS A LIMITED LIABILITY COMPANY
DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE AND HAS THE POWER TO OWN, LEASE AND USE THE PROPERTIES USED IN
ITS BUSINESS AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED. ALT IS DULY
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION IN
EACH STATE AND JURISDICTION WHERE QUALIFICATION AS A FOREIGN CORPORATION IS
REQUIRED, EXCEPT TO THE EXTENT THAT ANY VARIATION OR FAILURE THEREOF DOES NOT
HAVE A MATERIAL ADVERSE EFFECT .
SCHEDULE 6.1(A) LISTS (I) THE STATES AND OTHER
JURISDICTIONS WHERE ALT IS SO QUALIFIED;