ENTERED INTO ANY AGREEMENT OR MADE ANY
COMMITMENT TO DO ANY OF THE FOREGOING.
(I)
TAXES.
EXCEPT AS SET FORTH ON
SCHEDULE 6.1(F) OR SCHEDULE 6.1(I), MOUNTAIN STATES AND, FOR ANY PERIOD DURING
ALL, OR PART OF WHICH, THE TAX LIABILITY OF ANY OTHER CORPORATION OR ENTITY WAS
DETERMINED ON A COMBINED OR CONSOLIDATED BASIS WITH MOUNTAIN STATES ANY SUCH
OTHER CORPORATION OR ENTITY, HAVE FILED TIMELY ALL FEDERAL, STATE, LOCAL AND
FOREIGN TAX RETURNS, REPORTS AND DECLARATIONS REQUIRED TO BE FILED (OR HAVE
OBTAINED OR TIMELY APPLIED FOR AN EXTENSION WITH RESPECT TO SUCH FILING)
CURRENTLY REFLECTING THE TAXES (AS DEFINED BELOW) AND ALL OTHER INFORMATION
REQUIRED TO BE REPORTED THEREON, AND HAVE PAID, OR MADE ADEQUATE PROVISION FOR
THE PAYMENT OF, ALL MATERIAL TAXES WHICH ARE DUE PURSUANT TO SUCH RETURNS OR
PURSUANT TO ANY ASSESSMENTS RECEIVED BY MOUNTAIN STATES OR ANY SUCH OTHER
CORPORATION OR ENTITY. AS USED HEREIN, "TAX" OR "TAXES" SHALL MEAN ALL TAXES,
FEES, LEVIES OR OTHER ASSESSMENTS, INCLUDING BUT NOT LIMITED TO INCOME, EXCISE,
PROPERTY (INCLUDING PROPERTY TAXES PAID BY MOUNTAIN STATES PURSUANT TO ANY
LEASE), SALES, FRANCHISE, WITHHOLDING, SOCIAL SECURITY AND UNEMPLOYMENT TAXES
IMPOSED BY THE UNITED STATES, OR ANY STATE, COUNTY, LOCAL OR FOREIGN GOVERNMENT,
OR ANY SUBDIVISION OR AGENCY THEREOF, OR TAXING AUTHORITY THEREIN, AND ANY
INTEREST, PENALTIES OR ADDITIONS TO TAX RELATING TO SUCH TAXES, CHARGES, FEES,
LEVIES OR OTHER ASSESSMENTS. COPIES OF ALL TAX RETURNS FOR EACH FISCAL YEAR
SINCE THE FORMATION OF MOUNTAIN STATES HAVE BEEN FURNISHED OR MADE AVAILABLE TO
APOLLO PRODUCTION OR TO ITS REPRESENTATIVES AND SUCH COPIES ARE ACCURATE AND
COMPLETE AS OF THE DATE THEREOF. MOUNTAIN STATES HAS ALSO FURNISHED OR MADE
AVAILABLE TO APOLLO PRODUCTION OR ITS REPRESENTATIVES CORRECT AND COMPLETE
COPIES OF ALL NOTICES AND CORRESPONDENCE SENT OR RECEIVED SINCE THE FORMATION OF
MOUNTAIN STATES BY MOUNTAIN STATES TO OR FROM ANY FEDERAL, STATE OR LOCAL TAX
AUTHORITIES. MOUNTAIN STATES HAS ADEQUATELY RESERVED FOR THE PAYMENT OF ALL
TAXES WITH RESPECT TO PERIODS ENDED ON, PRIOR TO OR THROUGH THE DATE OF CLOSING
FOR WHICH TAX RETURNS HAVE NOT YET BEEN FILED. IN THE ORDINARY COURSE, MOUNTAIN
STATES MAKES ADEQUATE PROVISION ON ITS BOOKS FOR THE PAYMENT OF ALL MATERIAL
TAXES (INCLUDING FOR THE CURRENT FISCAL PERIOD) OWED BY MOUNTAIN STATES. EXCEPT
AS DISCLOSED ON SCHEDULE 6.1(H), MOUNTAIN STATES HAS NOT BEEN SUBJECT TO A
FEDERAL OR STATE TAX AUDIT OF ANY KIND AND NO ADJUSTMENT HAS BEEN PROPOSED BY
THE INTERNAL REVENUE SERVICE ("IRS") WITH RESPECT TO ANY TAX RETURN FOR ANY
SUBSEQUENT YEAR. WITH RESPECT TO THE TAX AUDITS REFERRED TO ON
SCHEDULE 6.1(H) HERETO, NO SUCH AUDIT HAS RESULTED IN AN ADJUSTMENT IN EXCESS OF
$25,000.
17
(J)
LEGAL MATTERS.
EXCEPT AS SET FORTH ON
SCHEDULE 6.1(J) HERETO:
(I)
MOUNTAIN STATES IS NOT SUBJECT TO ANY
JUDGMENT, DECREE, WRIT, INJUNCTION RULING OR ORDER (COLLECTIVELY, "JUDGMENTS")
OF ANY GOVERNMENTAL AUTHORITY.
(II)
TO THE KNOWLEDGE OF SELLER, THE BUSINESS
OF MOUNTAIN STATES IS BEING CONDUCTED IN COMPLIANCE WITH ALL