REASONABLE TIMES AND ON REASONABLE
NOTICE BUT WITHOUT ANY UNREASONABLE DISRUPTION TO SELLER'S OR ALT'S BUSINESSES,
TO ALL RECORDS, ASSETS, PROPERTIES AND OPERATIONS PERTAINING TO ALT.
The activities described in Section 4.1 and Section 4.2 shall be referred to in
this Agreement as "Apollo's Due Diligence Review."
4.3.
APOLLO'S DUE DILIGENCE REVIEW.
APOLLO'S DUE DILIGENCE REVIEW
SHALL ALSO BE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
APOLLO'S DUE DILIGENCE REVIEW SHALL BE SCHEDULED THROUGH
DESIGNATED REPRESENTATIVE(S) OF SELLER AND SELLER SHALL HAVE THE RIGHT TO
ACCOMPANY APOLLO'S EMPLOYEES, REPRESENTATIVES AND AGENTS AS THEY PERFORM
APOLLO'S DUE DILIGENCE REVIEW;
(B)
APOLLO SHALL NOT DISCLOSE OR ALLOW ITS EMPLOYEES, REPRESENTATIVES
OR AGENTS TO DISCLOSE THE PURPOSES FOR APOLLO'S DUE DILIGENCE REVIEW, WITHOUT
THE CONSENT OF SELLER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED;
(C)
APOLLO SHALL OBTAIN THE PRIOR APPROVAL OF SELLER BEFORE CONDUCTING
ANY DISCUSSIONS WITH SELLER'S EMPLOYEES, VENDORS, CUSTOMERS OR SERVICE
PROVIDERS, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED;
(D)
APOLLO SHALL INDEMNIFY SELLER AND ALT AGAINST ANY PHYSICAL DAMAGE
OR INJURY TO PROPERTY OR PERSONS OR FOR ANY LOSS OR DAMAGE PROXIMATELY ARISING
FROM APOLLO'S DUE DILIGENCE REVIEW;
(E)
EXCEPT AS OTHERWISE REQUIRED BY LAW, ANY INFORMATION CONCERNING
ALT'S PROPERTIES GATHERED BY APOLLO AS THE RESULT OF, OR IN CONNECTION WITH,
APOLLO'S DUE DILIGENCE REVIEW SHALL BE KEPT CONFIDENTIAL AND SHALL NOT BE
REVEALED TO, OR DISCUSSED WITH, ANYONE OTHER THAN REPRESENTATIVES OF APOLLO OR
REPRESENTATIVES OF SELLER.;
13
(F)
APOLLO SHALL BEAR ALL COSTS AND EXPENSES OF APOLLO'S DUE
DILIGENCE REVIEW.
(G)
FROM THE EFFECTIVE DATE THROUGH THE CLOSING DATE, SELLER SHALL
NOTIFY APOLLO PROMPTLY OF (I) ANY ACTIONS OR PROCEEDINGS THREATENED OR COMMENCED
AGAINST SELLER OR ALT OR AGAINST ANY OFFICER, DIRECTOR, AFFILIATE, EMPLOYEE,
PROPERTIES OR ASSETS OF SELLER OR ALT WHICH COULD IMPAIR SELLER'S ABILITY TO
PERFORM SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, AND (II) ANY REQUEST FOR
ADDITIONAL INFORMATION OR DOCUMENTARY MATERIALS BY ANY GOVERNMENTAL AUTHORITY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
(H)
SELLER SHALL PROMPTLY UPON REQUEST, DELIVER TO APOLLO LNG COPIES
OR ORIGINALS OF MINUTE BOOKS, PROPERTY FILES, ACCOUNTING AND TAX RECORDS, AND
OTHER MATERIAL RECORDS IN WHATEVER FORM OR MEDIUM THAT RELATE TO THE BUSINESS OR
ASSETS OF ALT, AND THAT ARE IN THE POSSESSION OR CONTROL OF SELLER OR ALT, AND
APOLLO LNG SHALL RECEIVE POSSESSION OF ALL ORIGINAL RECORDS, TO THE EXTENT THEY
ARE IN THE POSSESSION OF ALT OR SELLER AND, IN THE EVENT SUCH ORIGINALS ARE NOT
SO POSSESSED, THEN TRUE, COMPLETE AND ACCURATE COPIES THEREOF.
4.4.
SELLER'S CONDUCT OF BUSINESS.
WITHOUT IN ANY WAY LIMITING ANY
OTHER OBLIGATION OF THE SELLER PURSUANT TO THIS AGREEMENT, FROM THE EFFECTIVE
DATE UNTIL THE CLOSING, SELLER SHALL CAUSE ALT TO (A) MAINTAIN ITS BOOKS AND
RECORDS IN ACCORDANCE WITH PAST PRACTICES; (B) COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS; (C) CONDUCT ITS BUSINESS IN THE ORDINARY COURSE OF
BUSINESS; (D) MAINTAIN INSURANCE ON THE ASSETS AND OPERATIONS OF ITS BUSINESS IN
AMOUNTS