ABIDE BY
ALL RECORD RETENTION AGREEMENTS (IF ANY) ENTERED INTO WITH ANY TAXING AUTHORITY,
AND (II) GIVE THE OTHER PARTY REASONABLE WRITTEN NOTICE PRIOR TO TRANSFERRING,
DESTROYING OR DISCARDING ANY SUCH BOOKS AND RECORDS AND, IF THE OTHER PARTY SO
REQUESTS, APOLLO PRODUCTION OR SELLER, AS THE CASE MAY BE, SHALL ALLOW THE OTHER
PARTY TO TAKE POSSESSION OF SUCH BOOKS AND RECORDS.
30
(B)
APOLLO PRODUCTION AND THE SELLER FURTHER
AGREE, UPON REQUEST, TO USE THEIR COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ANY
CERTIFICATE OR OTHER DOCUMENT FROM ANY GOVERNMENTAL AUTHORITY OR ANY OTHER
PERSON AS MAY BE NECESSARY TO MITIGATE, REDUCE OR ELIMINATE ANY TAX THAT COULD
BE IMPOSED (INCLUDING, BUT NOT LIMITED TO, WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY).
9.3.
CONFIDENTIALITY.
ANY INFORMATION SHARED IN
CONNECTION WITH TAXES SHALL BE KEPT CONFIDENTIAL, EXCEPT AS MAY OTHERWISE BE
NECESSARY IN CONNECTION WITH THE FILING OF TAX RETURNS OR REPORTS, REFUND
CLAIMS, TAX AUDITS, TAX CLAIMS AND TAX LITIGATION, OR AS REQUIRED BY LAW.
9.4.
AUDITS.
THE SELLER AND APOLLO PRODUCTION
SHALL PROVIDE PROMPT WRITTEN NOTICE TO THE OTHER OF ANY PENDING OR WRITTEN
THREAT OF A TAX AUDIT, ASSESSMENT OR PROCEEDING THAT IT RECEIVES RELATED TO
MOUNTAIN STATES AND ITS ASSETS FOR WHOLE OR PARTIAL PERIODS FOR WHICH IT IS
INDEMNIFIED BY THE OTHER PARTY HEREUNDER.
SUCH NOTICE SHALL CONTAIN FACTUAL
INFORMATION (TO THE EXTENT KNOWN) DESCRIBING THE ASSERTED TAX LIABILITY IN
REASONABLE DETAIL AND SHALL BE ACCOMPANIED BY COPIES OF ANY NOTICE OR OTHER
DOCUMENT RECEIVED FROM OR WITH ANY TAX AUTHORITY IN RESPECT OF ANY SUCH
MATTERS.
9.5.
CONTROL OF PROCEEDINGS. THE PARTY RESPONSIBLE
FOR PREPARING AND FILING THE TAX RETURN UNDER THIS AGREEMENT SHALL CONTROL
AUDITS AND DISPUTES RELATING TO SUCH TAX RETURNS, INCLUDING ACTIONS TAKEN TO
PAY, COMPROMISE OR SETTLE SUCH AUDITS AND DISPUTES.
REASONABLE OUT-OF-POCKET
EXPENSES WITH RESPECT TO ANY SUCH CONTEST SHALL BE BORNE BY THE SELLER AND
APOLLO PRODUCTION IN PROPORTION TO THEIR RESPONSIBILITY FOR SUCH TAXES AS SET
FORTH IN THIS AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED BY THIS AGREEMENT, THE
NON-CONTROLLING PARTY SHALL BE AFFORDED A REASONABLE OPPORTUNITY TO PARTICIPATE
IN SUCH PROCEEDINGS AT ITS OWN EXPENSE.
10.
GENERAL PROVISIONS
10.1.
FURTHER ASSURANCES.
EACH PARTY HERETO SHALL
EXECUTE AND/OR CAUSE TO BE DELIVERED TO EACH OTHER PARTY HERETO SUCH INSTRUMENTS
AND OTHER DOCUMENTS, AND SHALL TAKE SUCH OTHER ACTIONS, AS SUCH OTHER PARTY MAY
REASONABLY REQUEST (PRIOR TO, AT OR AFTER THE CLOSING) FOR THE PURPOSE OF
CARRYING OUT OR EVIDENCING ANY OF THE TRANSACTIONS CONTEMPLATED PURSUANT TO THIS
AGREEMENT.
10.2.
WAIVER.
ANY WAIVER OF ANY TERM OR CONDITION OF
THIS AGREEMENT SHALL NOT OPERATE AS A WAIVER OF ANY PRIOR OR SUBSEQUENT BREACH
OF SUCH TERM OR CONDITION OTHER THAN THE BREACH SPECIFICALLY INTENDED TO BE
WAIVED, NOR SHALL ANY FAILURE TO ENFORCE ANY PROVISION HEREOF OPERATE AS A
WAIVER OF SUCH PROVISION OR OF ANY OTHER PROVISION HEREOF.
PRIOR TO THIS
AGREEMENT BEING TERMINATED AS A RESULT OF THE FAILURE OF A CONTINGENCY OR
CONDITION TO BE