SHALL MEAN ANY
CONSTITUTION, STATUTE, CODE, REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER,
DECREE, RULING, CHARGE, OR OTHER RESTRICTION (INCLUDING APPLICABLE PERMITS AND
GOVERNMENTAL APPROVALS) OF ANY APPLICABLE GOVERNMENTAL AUTHORITY.
(T)
"LIENS" SHALL MEAN ANY LIEN, CHARGE,
HYPOTHECATION, PLEDGE, MORTGAGE, TITLE RETENTION AGREEMENT, SECURITY INTEREST,
ADVERSE CLAIM, OPTION, OR PLEDGE OF ANY NATURE, KIND OR DESCRIPTION WHATSOEVER
AND ANY AGREEMENT TO CREATE ANY OF THE FOREGOING.
(U)
"LOSSES" SHALL MEAN ANY AND ALL LIABILITIES,
PAYMENTS, LOSSES, SUITS, CLAIMS, COSTS, OR EXPENSES (INCLUDING ATTORNEYS FEES
AND COSTS OF INVESTIGATION INCURRED IN DEFENDING AGAINST SUCH LIABILITIES,
PAYMENTS, LOSSES, SUITS, CLAIMS, COSTS OR EXPENSES).
(V)
"MATERIAL ADVERSE EFFECT" OR "MATERIAL
ADVERSE CHANGE" SHALL MEAN ANY CHANGE IN OR EFFECT ON, HLDM, ARIZONA LNG, APOLLO
LNG OR APOLLO, AS THE CASE MAY BE (INCLUDING THE BUSINESSES THEREOF) WHICH IS,
OR REASONABLY COULD BE EXPECTED TO BE, MATERIALLY ADVERSE TO THE BUSINESS,
OPERATIONS, ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF ANY SUCH
ENTITY.
(W)
"MOUNTAIN STATES STOCK PURCHASE AGREEMENT"
SHALL MEAN THE STOCK PURCHASE AGREEMENT OF EVEN DATE HEREWITH BETWEEN NEPTUNE
LEASING, INC., GOLDEN SPREAD ENERGY, INC., APOLLO, AND APOLLO PRODUCTION &
OPERATING, INC.
(X)
"NEUTRAL ACCOUNTANT" SHALL MEAN KPMG LLP,
U.S., OR A SIMILAR NATIONALLY RECOGNIZED FIRM AGREED UPON BY THE PARTIES.
(Y)
"ORDINARY COURSE OF BUSINESS" SHALL MEAN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST CUSTOM AND PRACTICE (INCLUDING
WITH RESPECT TO QUANTITY, QUALITY AND FREQUENCY).
(Z)
"PERMITTED LIENS" SHALL MEAN ANY OF THE
FOLLOWING:
(I) LIENS FOR CURRENT TAXES,
ASSESSMENTS OR GOVERNMENT CHARGES NOT
YET DUE AND PAYABLE AND CLEARLY REFLECTED ON THE APPROPRIATE COMPANY BALANCE
SHEET AND ADEQUATELY RESERVED FOR, (II) LIENS THAT, WHEN TAKEN TOGETHER, WOULD
NOT MATERIALLY DETRACT FROM THE MARKET VALUE OR MATERIALLY INTERFERE WITH THE
4
PRESENT BUSINESSES OF HLDM, ARIZONA LNG, APOLLO LNG OR OF APOLLO, AS APPLICABLE,
OR OTHERWISE HAVE A MATERIAL ADVERSE EFFECT, (III) AND LIENS SET FORTH ON
SCHEDULE 1.1(Z).
(AA)
"PERSON" SHALL MEAN AND INCLUDE AN INDIVIDUAL,
PARTNERSHIP,
LIMITED PARTNERSHIP,
LIMITED LIABILITY COMPANY,
CORPORATION,
ASSOCIATION,
JOINT STOCK COMPANY,
TRUST,
JOINT VENTURE, UNINCORPORATED
ORGANIZATION, OR A GOVERNMENTAL AUTHORITY.
(BB)
"RESPONSIBLE OFFICER" SHALL MEAN, WITH RESPECT TO
ANY PERSON, THE CHIEF EXECUTIVE OFFICER, THE PRESIDENT, THE RESPECTIVE VICE
PRESIDENTS IN CHARGE OF OPERATIONS, LEGAL, FINANCE, AND ACCOUNTING OF SUCH
PERSON AND, IN EACH CASE, ANY PERSON FULFILLING SUBSTANTIALLY THE SAME ROLE FOR
SUCH PERSON, HOWEVER DESIGNATED.
(CC)
"TRANSFER AND EXCHANGE AGREEMENT" SHALL MEAN THE
TRANSFER AND EXCHANGE AGREEMENT BY AND BETWEEN NEPTUNE LEASING, INC., GOLDEN
SPREAD ENERGY, INC., APOLLO RESOURCES INTERNATIONAL, INC., AND APOLLO LNG, INC.,
OF EVEN DATE HEREWITH.
(DD)
"TRANSITION SERVICES AGREEMENT" SHALL MEAN THE
TRANSITION SERVICES AGREEMENT OF EVEN DATE HEREWITH BETWEEN GOLDEN SPREAD
ENERGY, INC. AND APOLLO.
1.2.
RULES OF INTERPRETATION.
(A)
THE SINGULAR INCLUDES THE PLURAL, AND THE
PLURAL INCLUDES THE SINGULAR.
(B)
A REFERENCE TO ANY LAW INCLUDES ANY
AMENDMENT OR MODIFICATION THERETO, ALL RULES AND REGULATIONS PROMULGATED UNDER
SUCH LAW AND ALL ADMINISTRATIVE AND JUDICIAL AUTHORITY EXERCISABLE THEREUNDER.
(C)
A REFERENCE TO ANY CONTRACT, AGREEMENT OR