LIMITATION ON LIABILITY SHALL NOT APPLY TO
ANY CLAIMS WITH RESPECT TO WHICH A PARTY IS FOUND BY A COURT OF COMPETENT
JURISDICTION TO HAVE COMMITTED ACTUAL FRAUD.
29
(F)
EACH INDEMNIFIED PARTY SHALL BE OBLIGATED
IN CONNECTION WITH ANY CLAIM FOR INDEMNIFICATION TO EXERCISE ALL COMMERCIALLY
REASONABLE EFFORTS TO MITIGATE THE LOSSES ASSOCIATED WITH SUCH CLAIM UPON AND
AFTER BECOMING AWARE OF ANY EVENT WHICH COULD REASONABLY BE EXPECTED TO GIVE
RISE TO SUCH LOSSES.
(G)
THE AMOUNT OF ANY LOSS SUFFERED BY A PARTY,
INCLUDING ANY TAX LOSSES, WILL BE REDUCED BY THE AMOUNT, IF ANY, OF THE RECOVERY
OR TAX BENEFIT (NET OF REASONABLE EXPENSES INCURRED IN CONNECTION WITH OBTAINING
SUCH RECOVERY OR BENEFIT) SUCH PARTY OR ITS AFFILIATE HAS RECEIVED, IN THE
FUTURE RECEIVES, OR MAY REASONABLY BE EXPECTED TO RECEIVE, OR OTHERWISE ENJOYS
WITH RESPECT THERETO FROM ANY OTHER PERSON, INCLUDING ANY AFFILIATE
(INCLUDING
THE PRESENT VALUE OF ANY FEDERAL, STATE, OR LOCAL INCOME TAX BENEFIT, ANY
RECOVERY UNDER ANY INSURANCE POLICIES, AFTER THE DEDUCTION OF ANY DEDUCTIBLE
PAYMENTS AND COSTS OF RECOVERY AND ANY OFFSETTING TAX DEDUCTIONS, CREDITS,
LOSSES, INCLUDING NET OPERATING LOSSES, OR SIMILAR ITEMS).
THE PRESENT VALUE OF
ANY TAX BENEFITS WILL BE CALCULATED UTILIZING THE PREVAILING INTEREST RATES
ESTABLISHED BY THE INTERNAL REVENUE CODE.
(H)
THE OBLIGATIONS OF THE PARTIES FOR
INDEMNIFICATION FOR BREACH OF A REPRESENTATION OR WARRANTY UNDER SECTION 6.1 AND
6.2 SHALL TERMINATE AFTER THE EXPIRATION OF THE PERIODS INDICATED IN
SECTION 8.1, EXCEPT WITH RESPECT TO ANY LOSS WHICH HAS BEEN THE SUBJECT OF
WRITTEN NOTICE TO THE PARTY AGAINST WHOM SUCH CLAIM OF LOSS IS ASSERTED PRIOR TO
THE EXPIRATION OF SUCH PERIOD, WHICH NOTICE SHALL PRESERVE SUCH CLAIM UNTIL IT
IS LIQUIDATED OR OTHERWISE FINALLY RESOLVED.
9.
TAX MATTERS
9.1.
TAX RETURNS.
APOLLO PRODUCTION SHALL PREPARE
OR CAUSE TO BE PREPARED AND FILE OR CAUSE TO BE FILED ALL TAX RETURNS WITH
RESPECT TO MOUNTAIN STATES FOR ALL TAX PERIODS BEGINNING WITH AND SUBSEQUENT TO
THE 2005 TAXABLE YEAR.
SELLER SHALL PREPARE OR CAUSE TO BE PREPARED, AND FILE
OR CAUSE TO BE FILED ALL TAX RETURNS WITH RESPECT TO MOUNTAIN STATES FOR ALL TAX
PERIODS BEGINNING PRIOR TO THE 2005 TAXABLE YEAR.
9.2.
COOPERATION ON TAX MATTERS.
(A)
APOLLO PRODUCTION AND SELLER SHALL
COOPERATE FULLY, AS AND TO THE EXTENT REASONABLY REQUESTED BY THE OTHER PARTY,
IN CONNECTION WITH THE FILING OF TAX RETURNS PURSUANT TO THIS SECTION AND ANY
AUDIT, LITIGATION OR OTHER PROCEEDING AND MAKING EMPLOYEES AVAILABLE ON A
MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND EXPLANATION OF
ANY MATERIAL PROVIDED HEREUNDER.
APOLLO PRODUCTION AND SELLER SHALL (I) RETAIN
ALL BOOKS AND RECORDS IN THEIR POSSESSION WITH RESPECT TO TAX MATTERS PERTINENT
TO MOUNTAIN STATES, ITS ASSETS OR BUSINESS RELATING TO ANY WHOLE OR PARTIAL
TAXABLE PERIOD BEGINNING BEFORE THE CLOSING DATE UNTIL THE EXPIRATION OF THE
STATUTE OF LIMITATIONS (AND, TO THE EXTENT NOTIFIED BY APOLLO PRODUCTION OR THE
SELLER, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE PERIODS, AND