TO RECORDS.
UPON
THE MUTUAL EXECUTION OF THIS AGREEMENT, SELLER SHALL GIVE APOLLO PRODUCTION, ITS
COUNSEL, ACCOUNTANTS, LENDERS, AND OTHER DESIGNATED AGENTS FULL ACCESS, AT
REASONABLE TIMES AND ON REASONABLE NOTICE BUT WITHOUT ANY UNREASONABLE
DISRUPTION TO SELLER'S OR MOUNTAIN STATES' BUSINESSES, TO ALL RECORDS, ASSETS,
PROPERTIES AND OPERATIONS PERTAINING TO MOUNTAIN STATES.
The activities described in Section 4.1 and Section 4.2
shall be referred to in
this Agreement as "Apollo's Due Diligence Review."
7
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 PRODUCTION'S EMPLOYEES, REPRESENTATIVES AND AGENTS
AS THEY PERFORM APOLLO'S DUE DILIGENCE REVIEW;
(B)
APOLLO PRODUCTION 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 PRODUCTION 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 PRODUCTION SHALL INDEMNIFY SELLER AND
MOUNTAIN STATES 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 MOUNTAIN STATES' PROPERTIES GATHERED BY APOLLO PRODUCTION
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 PRODUCTION OR REPRESENTATIVES OF SELLER;
(F)
APOLLO PRODUCTION 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 PRODUCTION PROMPTLY OF (I) ANY ACTIONS OR
PROCEEDINGS THREATENED OR COMMENCED AGAINST SELLER OR MOUNTAIN STATES OR AGAINST
ANY OFFICER, DIRECTOR, AFFILIATE, EMPLOYEE, PROPERTIES OR ASSETS OF SELLER OR
MOUNTAIN STATES WHICH COULD IMPAIR SELLER'S ABILITY TO PERFORM THEIR 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 DELIVER PROMPTLY UPON REQUEST
TO APOLLO PRODUCTION, 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 MOUNTAIN STATES, AND THAT ARE IN
THE POSSESSION OR CONTROL OF SELLERS OR MOUNTAIN STATES, AND APOLLO PRODUCTION
SHALL RECEIVE POSSESSION OF ALL ORIGINAL RECORDS, TO THE EXTENT THEY ARE IN THE
POSSESSION OF MOUNTAIN STATES 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 SELLER PURSUANT TO THIS AGREEMENT, FROM THE
EFFECTIVE DATE UNTIL THE CLOSING, SELLER SHALL CAUSE MOUNTAIN STATES TO
(A) MAINTAIN