HAS ENGAGED
THE SERVICES OF AN INVESTMENT BANKER, AND SELLER SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ANY FEES, EXPENSES, CHARGES OR OTHER CLAIMS DUE TO SUCH PERSON AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.
IF ANY PERSON ASSERTS A
CLAIM TO A FINDER'S FEE, BROKERAGE COMMISSION OR OTHER COMPENSATION ON ACCOUNT
OF ALLEGED EMPLOYMENT AS A FINDER OR BROKER, OR THE PERFORMANCE OF SERVICES AS A
FINDER OR BROKER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER, THE
PARTY UNDER WHOM THE FINDER OR BROKER IS CLAIMING WILL INDEMNIFY, DEFEND AND
HOLD THE OTHER PARTY AND THE OTHER PARTY'S AFFILIATES HARMLESS FOR, FROM, AND
AGAINST ANY CLAIMS RELATED THERETO.
THIS INDEMNITY WILL SURVIVE THE CLOSING OR
THE CANCELLATION OF THIS AGREEMENT.
10.14.
SELLER'S REPRESENTATIVE.
(A)
KEN KELLEY, ACTING ALONE, WITH FULL POWER OF SUBSTITUTION AND
RE-SUBSTITUTION, IS HEREBY DESIGNATED AS THE REPRESENTATIVE OF THE SELLERS
("SELLER'S REPRESENTATIVE") TO SERVE, AND APOLLO LNG HEREBY ACKNOWLEDGES THAT
SELLER'S REPRESENTATIVE SHALL SERVE, AS THE SOLE REPRESENTATIVE OF THE SELLERS
FROM AND AFTER THE EFFECTIVE DATE WITH RESPECT TO THE MATTERS SET FORTH IN THIS
AGREEMENT.
SELLER'S REPRESENTATIVE HAS ACCEPTED SUCH DESIGNATION AS OF THE DATE
HEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
SELLER'S REPRESENTATIVE SHALL HAVE NO DUTIES OR RESPONSIBILITIES EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES ON BEHALF OF ANY SELLER
SHALL OTHERWISE EXIST AGAINST SELLERS' REPRESENTATIVE.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED BY SELLERS AND BY APOLLO AND APOLLO LNG, THAT KEN KELLEY
SHALL HAVE NO PERSONAL LIABILITY WHATSOEVER TO APOLLO OR APOLLO LNG WHATSOEVER,
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(B)
NEPTUNE AND GOLDEN SPREAD EACH HEREBY IRREVOCABLY APPOINTS
SELLER'S REPRESENTATIVE AS THE AGENT, PROXY AND ATTORNEY-IN-FACT FOR SUCH PARTY
FOR ALL PURPOSES OF THIS AGREEMENT, INCLUDING FULL POWER AND AUTHORITY ON SUCH
PARTY'S BEHALF (I) TO TAKE ALL ACTIONS WHICH
40
SELLER'S REPRESENTATIVE CONSIDERS NECESSARY OR DESIRABLE IN CONNECTION WITH THE
DEFENSE, PURSUIT OR SETTLEMENT OF ANY DETERMINATIONS RELATING TO (X) THE PAYMENT
OF THE PURCHASE PRICE, AND (Y) ANY CLAIMS FOR INDEMNIFICATION, INCLUDING
DETERMINATIONS TO SUE, DEFEND, NEGOTIATE, SETTLE AND COMPROMISE ANY SUCH CLAIMS
FOR INDEMNIFICATION MADE BY OR AGAINST, AND OTHER DISPUTE WITH APOLLO OR APOLLO
LNG PURSUANT TO THIS AGREEMENT, OR ANY OF THE AGREEMENTS OR TRANSACTIONS
CONTEMPLATED HEREBY, (II) TO ENGAGE AND EMPLOY AGENTS AND REPRESENTATIVES
(INCLUDING ACCOUNTANTS, LEGAL COUNSEL AND OTHER PROFESSIONALS) AND TO INCUR SUCH
OTHER EXPENSES AS HE SHALL DEEM NECESSARY OR PRUDENT IN CONNECTION WITH THE
ADMINISTRATION OF THE FOREGOING, (III) TO DISBURSE TO NEPTUNE AND GOLDEN SPREAD
ALL INDEMNIFICATION PAYMENTS, (IV) TO ACCEPT AND RECEIVE NOTICES TO SELLERS
PURSUANT TO THIS AGREEMENT, AND (V) TO TAKE ALL OTHER ACTIONS AND EXERCISE ALL
OTHER RIGHTS WHICH SELLER'S REPRESENTATIVE (IN HIS SOLE DISCRETION) CONSIDERS
NECESSARY OR APPROPRIATE IN CONNECTION WITH THIS AGREEMENT.
EACH OF NEPTUNE AND
GOLDEN SPREAD ACKNOWLEDGES AND AGREES THAT SUCH AGENCY AND PROXY ARE COUPLED
WITH AN INTEREST, AND ARE THEREFORE