RECONCILED WITH THE FINANCIAL STATEMENTS AND WITH THE FINANCIAL
RECORDS MAINTAINED AND THE ACCOUNTING METHODS APPLIED BY APOLLO [FOR FEDERAL
INCOME TAX PURPOSES]. THE STATEMENTS OF INCOME INCLUDED IN THE APOLLO FINANCIAL
STATEMENTS DO NOT CONTAIN ANY MATERIAL ITEMS OF SPECIAL OR NON-RECURRING INCOME
EXCEPT AS EXPRESSLY SPECIFIED THEREIN, AND THE BALANCE SHEETS INCLUDED IN THE
APOLLO FINANCIAL STATEMENTS DO NOT REFLECT ANY WRITE-UP OR REVALUATION
INCREASING THE BOOK VALUE OF ANY ASSETS EXCEPT AS OTHERWISE CLEARLY AND
CONSPICUOUSLY STATED THEREIN. THE BOOKS AND ACCOUNTS OF APOLLO ARE COMPLETE AND
CORRECT IN ALL MATERIAL RESPECTS AND FAIRLY REFLECT, TO THE EXTENT REQUIRED OR
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PERMITTED BY GAAP, ALL OF THE TRANSACTIONS, ITEMS OF INCOME AND EXPENSE AND ALL
ASSETS AND LIABILITIES OF THE BUSINESSES OF APOLLO CONSISTENT WITH PRIOR
PRACTICES OF APOLLO, INCLUDING PAST ACCOUNTING TREATMENTS UTILIZED BY APOLLO.
(D)
ABSENCE OF UNDISCLOSED TAX LIABILITIES.
TO
THE KNOWLEDGE OF APOLLO AND APOLLO LNG, NEITHER APOLLO NOR APOLLO LNG HAVE ANY
LIABILITY OR OBLIGATION (WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE) FOR
TAXES (AS DEFINED IN SECTION 6.2(G), EXCEPT FOR (I) TAX LIABILITIES REFLECTED OR
RESERVED AGAINST IN THE MOST RECENT FINANCIAL STATEMENTS PROVIDED TO SELLING
STOCKHOLDER BY APOLLO; (II) TAX LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS AFTER THE DATE OF THE LAST APOLLO BALANCE SHEETS AS SUPPLIED TO SELLING
STOCKHOLDER OR WHICH, INDIVIDUALLY AND IN THE AGGREGATE, DO NOT HAVE AND CANNOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (III) TAX
LIABILITIES DISCLOSED IN SCHEDULE 6.2(D) OR SCHEDULE 6.2(G).
(E)
ABSENCE OF MATERIAL ADVERSE EFFECT; CONDUCT
OF BUSINESS.
(I)
SINCE SEPTEMBER 30, 2005, EXCEPT AS SET
FORTH ON SCHEDULE 6.2(E) HERETO, APOLLO HAS OPERATED IN THE ORDINARY COURSE OF
BUSINESS AND THERE HAS NOT BEEN:
(1)
ANY MATERIAL ADVERSE CHANGE IN THE ASSETS,
PROPERTIES, BUSINESS, OPERATIONS, PROSPECTS, NET INCOME OR FINANCIAL CONDITION
OF APOLLO AND NO FACTOR, EVENT, CONDITION, CIRCUMSTANCE OR PROSPECTIVE
DEVELOPMENT EXISTS WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(2)
ANY MATERIAL LOSS, DAMAGE, DESTRUCTION OR
OTHER CASUALTY TO THE PROPERTY OR OTHER ASSETS OF APOLLO, WHETHER OR NOT COVERED
BY INSURANCE;
(3)
ANY CHANGE IN ANY METHOD OF ACCOUNTING OR
ACCOUNTING PRACTICE OF APOLLO; OR
(4)
ANY LOSS OF THE EMPLOYMENT, SERVICES OR
BENEFITS OF ANY KEY EMPLOYEE OF APOLLO.
(II)
SINCE SEPTEMBER 30, 2005, EXCEPT AS SET
FORTH IN SCHEDULE 6.2(E)(II) HERETO, APOLLO HAS NOT:
(1)
INCURRED ANY MATERIAL OBLIGATION OR
LIABILITY (WHETHER ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE), EXCEPT IN THE
ORDINARY COURSE OF BUSINESS ;
(2)
MORTGAGED, PLEDGED OR SUBJECTED TO ANY LIEN
ANY OF ITS PROPERTY OR OTHER ASSETS EXCEPT IN THE ORDINARY COURSE OF BUSINESS,
AND EXCEPT FOR MECHANICS AND MATERIALMEN'S LIENS AND LIENS FOR TAXES NOT YET DUE
AND PAYABLE;
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(3)
SOLD OR TRANSFERRED ANY ASSETS OR CANCELLED
ANY DEBTS OR CLAIMS OR WAIVED ANY RIGHTS, EXCEPT IN THE ORDINARY COURSE OF
BUSINESS ;
(4)
DEFAULTED ON ANY MATERIAL OBLIGATION;
(5)
ENTERED INTO ANY MATERIAL TRANSACTION,
EXCEPT IN THE ORDINARY COURSE