REGULATIONS PROMULGATED PURSUANT TO SAID LAWS.
(P)
EFFECT OF AGREEMENT.
THE EXECUTION,
DELIVERY AND PERFORMANCE BY SELLING STOCKHOLDER OF THIS AGREEMENT, AND THE
CONSUMMATION BY SELLING STOCKHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL
NOT, WITH OR WITHOUT THE GIVING OF NOTICE OR THE LAPSE OF TIME, OR BOTH,
(I) RESULT IN A DEFAULT, RIGHT TO ACCELERATE OR LOSS OF MATERIAL RIGHTS UNDER,
OR RESULT IN, CAUSE OR CREATE ANY MATERIAL LIABILITY, CHARGE OR LIEN PURSUANT
TO, ANY FRANCHISE, MORTGAGE, DEED OF TRUST, LEASE, LICENSE, AGREEMENT, OR OTHER
CONTRACTUAL RELATIONSHIP TO WHICH SELLING STOCKHOLDER, HLDM OR ARIZONA LNG IS A
PARTY OR BY WHICH ANY OF THEM OR THEIR ASSETS MAY BE BOUND OR AFFECTED;
(II) VIOLATE ANY JUDGMENT APPLICABLE TO SELLING STOCKHOLDER, HLDM OR ARIZONA
LNG; OR (III) VIOLATE ANY PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF HLDM OR
ARIZONA LNG.
(Q)
LITIGATION.
EXCEPT AS SET FORTH ON
SCHEDULE 6.1(Q), THERE IS NO LEGAL ACTION, SUIT, PROCEEDING, GRIEVANCE,
ARBITRATION, INVESTIGATION, AUDIT OR CLAIM BY, OF OR BEFORE ANY COURT,
ARBITRATION PANEL, GOVERNMENTAL AUTHORITY, OR OTHER BODY ACTING IN AN
ADJUDICATIVE CAPACITY PENDING OR, TO THE SELLING STOCKHOLDER'S KNOWLEDGE,
THREATENED AGAINST ANY OF THE SELLING STOCKHOLDER, HLDM, OR ARIZONA LNG,
(I) THAT INVOLVES OR COULD REASONABLY BE EXPECTED TO INVOLVE HLDM, ARIZONA LNG,
OR ANY OF THEIR RESPECTIVE ASSETS, PROPERTIES, OPERATIONS OR BUSINESS OR
(II) THAT SEEKS TO ENJOIN OR OBTAIN MATERIAL DAMAGES IN RESPECT OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.2.
WARRANTIES AND REPRESENTATIONS OF APOLLO AND
APOLLO LNG.
IN ORDER TO INDUCE SELLING STOCKHOLDER TO ENTER INTO THIS
AGREEMENT, APOLLO AND APOLLO LNG, JOINTLY AND SEVERALLY, COVENANT, WARRANT AND
REPRESENT TO SELLING STOCKHOLDER THAT EACH OF THE FOLLOWING REPRESENTATIONS AND
WARRANTIES IS TRUE AS OF THE DATE OF THIS AGREEMENT AND WILL BE TRUE ON AND AS
OF THE CLOSING DATE.
(A)
ORGANIZATION AND LICENSING.
APOLLO LNG AND
APOLLO ARE CORPORATIONS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING
UNDER THE LAWS OF THE STATES OF UTAH AND TEXAS, RESPECTIVELY,
AND HAVE THE
POWER TO OWN, LEASE AND USE THE PROPERTIES USED IN THEIR BUSINESSES AND TO CARRY
ON THEIR BUSINESSES AS NOW BEING CONDUCTED. THEY ARE EACH DULY QUALIFIED TO DO
BUSINESS AND EACH IS IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH STATE AND
JURISDICTION WHERE QUALIFICATION AS A FOREIGN CORPORATION IS REQUIRED, EXCEPT TO
THE EXTENT THAT ANY VARIATION OR FAILURE THEREOF SHALL NOT BE MATERIAL IN ITS
EFFECT.
SCHEDULE 6.2(A) LISTS (A) THE STATES AND OTHER JURISDICTIONS WHERE
EITHER APOLLO LNG OR APOLLO IS SO QUALIFIED; AND (II) THE ASSUMED NAMES UNDER
WHICH EITHER CONDUCTS BUSINESS OR HAS CONDUCTED BUSINESS DURING THE PAST FIVE
(5) YEARS. APOLLO LNG AND APOLLO EACH HAVE FULL POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND TO
PERFORM THEIR RESPECTIVE OBLIGATIONS HEREUNDER.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, AND THE COLLATERAL AGREEMENTS TO BE EXECUTED AND
DELIVERED BY APOLLO AND APOLLO LNG, AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED