CONNECTION WITH WHICH A TAX COULD BE IMPOSED
THERETO.
(P)
SECURITIES ACT OF 1933.
BASED IN MATERIAL PART UPON THE
REPRESENTATIONS HEREIN OF THE SELLER, APOLLO AND APOLLO LNG HAVE COMPLIED AND
WILL COMPLY WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS IN CONNECTION
WITH THE OFFER, ISSUANCE AND SALE OF THE APOLLO LNG STOCK, AND THE COMMON STOCK
OF APOLLO AND APOLLO LNG HEREUNDER.
(Q)
MAINTENANCE OF AUTHORIZED AND UNISSUED COMMON STOCK.
APOLLO AND
APOLLO LNG SHALL EACH MAINTAIN AUTHORIZED BUT UNISSUED COMMON STOCK IN AMOUNTS
SUFFICIENT TO
32
PROVIDE FOR THE CONVERSION OF THE APOLLO LNG STOCK INTO THE COMMON STOCK OF EACH
OF APOLLO AND APOLLO LNG HEREUNDER.
7.
TERMINATION
7.1.
TERMINATION EVENTS.
THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
TERMINATED AND/OR ABANDONED PRIOR TO THE CLOSING:
(A)
BY THE MUTUAL CONSENT OF APOLLO, APOLLO LNG, AND SELLER;
(B)
BY APOLLO AND APOLLO LNG, IF ANY OF THE CONDITIONS PROVIDED IN
SECTION 5.1 OF THIS AGREEMENT SHALL NOT HAVE BEEN MET OR WAIVED IN WRITING BY
APOLLO AND APOLLO LNG BY THE CLOSING DATE; OR
(C)
BY SELLER, IF ANY OF THE CONDITIONS PROVIDED FOR IN SECTION 5.2 OF
THIS AGREEMENT SHALL NOT HAVE BEEN MET OR WAIVED IN WRITING BY SELLER BY THE
CLOSING DATE.
7.2.
PROCEDURE UPON NON-DEFAULT TERMINATION.
IN THE EVENT OF
TERMINATION AND/OR ABANDONMENT BY APOLLO AND APOLLO LNG, OR BY SELLER, OR BOTH,
PURSUANT TO SECTION 7.1 HEREOF, WRITTEN NOTICE THEREOF SHALL BE GIVEN TO THE
OTHER PARTIES, AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE
TERMINATED WITHOUT FURTHER ACTION BY APOLLO, APOLLO LNG, OR BY SELLER.
IF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE TERMINATED AS PROVIDED HEREIN:
(A)
EACH PARTY, UPON REQUEST BY ANOTHER PARTY, SHALL RE-DELIVER ALL
DOCUMENTS, WORK PAPERS AND OTHER MATERIAL, INCLUDING ALL COPIES THEREOF,
PROVIDED BY THE OTHER PARTY, TO THE PARTY FURNISHING THE SAME; AND
(B)
NO PARTY HERETO SHALL HAVE ANY LIABILITY OR FURTHER OBLIGATION TO
ANY OTHER PARTY TO THIS AGREEMENT, WITH THE EXCEPTION OF ANY PROVISIONS HEREOF
WHICH EXPRESSLY SURVIVE THE TERMINATION;
(C)
THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT IF THE CLOSING
FAILS TO TIMELY OCCUR DUE TO THE WRONGFUL ACTION OR FAILURE TO ACT OF SELLER,
APOLLO LNG, OR APOLLO, THEN THE SOLE REMEDY OF THE NON-DEFAULTING OR
NON-BREACHING PART(IES) SHALL BE TO TERMINATE THIS AGREEMENT.
8.
INDEMNIFICATION
8.1.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES MADE BY THE PARTIES UNDER SECTIONS 6.1 AND 6.2 HEREUNDER SHALL
SURVIVE THE CLOSING HEREUNDER FOR A PERIOD OF ONE (1) YEAR, WITH THE EXCEPTION
OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES RELATIVE TO MATTERS OF
TAXES, WHICH REPRESENTATIONS AND WARRANTIES SHALL SURVIVE THE CLOSING HEREUNDER
FOR A PERIOD OF SEVEN (7) YEARS.
8.2.
INDEMNIFICATION BY SELLER.
SELLER SHALL INDEMNIFY, DEFEND AND
HOLD APOLLO LNG AND APOLLO AND EACH OF APOLLO LNG'S AND APOLLO'S OFFICERS,
DIRECTORS, AND SHAREHOLDERS HARMLESS, FROM AND AGAINST, AND SHALL REIMBURSE
APOLLO LNG OR APOLLO (OR, AS THE CASE MAY BE, EACH OF APOLLO LNG'S