PRODUCTION, OR WHICH, INDIVIDUALLY AND IN THE AGGREGATE, DO NOT HAVE AND CANNOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (III) LIABILITIES
DISCLOSED IN SCHEDULE 6.1(F) OR SCHEDULE 6.1(J) HERETO.
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(G)
PROJECTIONS.
MOUNTAIN STATES HAS PREVIOUSLY
SUPPLIED TO APOLLO PRODUCTION IN CONJUNCTION WITH APOLLO PRODUCTION'S
INVESTIGATION OF MOUNTAIN STATES CERTAIN FORWARD-LOOKING FINANCIAL ESTIMATES
WITH RESPECT TO MOUNTAIN STATES (THE "PROJECTIONS"), A DESCRIPTION OF WHICH IS
ATTACHED HERE AS SCHEDULE 6.1(G).
THE PROJECTIONS (AND ACCOMPANYING SUPPORTING
INFORMATION), WERE PREDICATED UPON ASSUMPTIONS AND SUBJECTIVE JUDGMENTS
(INCLUDING THOSE PROVIDED WITH THE PROJECTIONS) BELIEVED BY SELLER TO BE
REASONABLE AT THE TIME THE PROJECTIONS WERE PREPARED, BUT WHICH MAY OR MAY NOT,
IN FACT, PROVE TO BE CORRECT.
NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO
THE ACCURACY OF SUCH PROJECTIONS.
THE PROJECTIONS AND SUPPORTING DATA DID NOT,
TO SELLER'S KNOWLEDGE, CONTAIN ANY MATERIAL COMPUTATIONAL ERRORS.
THE
PROJECTIONS MAY IN CERTAIN INSTANCES ALSO CONTAIN INFORMATION REGARDING THE
PROJECTED POTENTIAL FINANCIAL PERFORMANCE OF ASSETS AND BUSINESS ACTIVITIES IN
ADDITION TO THOSE OF MOUNTAIN STATES.
THE PROJECTIONS ARE SUBJECT TO VARIOUS
RISKS, UNCERTAINTIES, AND OTHER VARIABLE AND UNPREDICTABLE FACTORS AND
ACCORDINGLY, THEY ARE NOT INTENDED TO BE CONSTRUED AS AN ASSURANCE OR GUARANTEE
THAT ACTUAL FINANCIAL PERFORMANCE WILL, IN ANY RESPECT, BE AS INDICATED THEREIN.
(H)
ABSENCE OF MATERIAL ADVERSE EFFECT; CONDUCT
OF BUSINESS.
(I)
SINCE THE BALANCE SHEET DATE, EXCEPT AS
SET FORTH ON SCHEDULE 6.1(H) HERETO, MOUNTAIN STATES HAS OPERATED IN THE
ORDINARY COURSE OF BUSINESS AND THERE HAS NOT BEEN:
(1)
ANY MATERIAL ADVERSE CHANGE IN THE ASSETS,
PROPERTIES, BUSINESS, OPERATIONS, PROSPECTS, NET INCOME OR FINANCIAL CONDITION
OF MOUNTAIN STATES AND, TO THE KNOWLEDGE OF SELLER, NO FACTOR, EVENT, CONDITION,
CIRCUMSTANCE OR PROSPECTIVE DEVELOPMENT EXISTS WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(2)
ANY MATERIAL LOSS, DAMAGE, DESTRUCTION OR
OTHER CASUALTY TO THE PROPERTY OR OTHER ASSETS OF MOUNTAIN STATES, WHETHER OR
NOT COVERED BY INSURANCE; OR
(3)
ANY CHANGE IN ANY METHOD OF ACCOUNTING OR
ACCOUNTING PRACTICE OF MOUNTAIN STATES.
(II)
SINCE THE BALANCE SHEET DATE, EXCEPT AS
SET FORTH IN SCHEDULE 6.1(I) HERETO, MOUNTAIN STATES HAS NOT:
(1)
INCURRED ANY MATERIAL OBLIGATION OR
LIABILITY (WHETHER ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT IN THE
ORDINARY COURSE OF BUSINESS;
(2)
MORTGAGED, PLEDGED OR SUBJECTED TO ANY LIEN
ANY OF ITS PROPERTY OR OTHER ASSETS EXCEPT IN THE ORDINARY COURSE OF BUSINESS,
AND EXCEPT FOR MECHANICS AND MATERIALMEN'S LIENS AND LIENS FOR TAXES NOT YET DUE
AND PAYABLE;
16
(3)
SOLD OR TRANSFERRED ANY MATERIAL ASSETS OR
CANCELLED ANY DEBTS OR CLAIMS OR WAIVED ANY RIGHTS OF MATERIAL VALUE, EXCEPT IN
THE ORDINARY COURSE OF BUSINESS ;
(4)
DEFAULTED ON ANY MATERIAL OBLIGATION;
(5)
ENTERED INTO ANY MATERIAL TRANSACTION,
EXCEPT IN THE ORDINARY COURSE 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 THE MOUNTAIN STATES FINANCIAL STATEMENTS EXCEPT IN THE ORDINARY
COURSE OF BUSINESS; OR
(7)