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 IN OBTAINING SUCH RECOVERY OR
BENEFIT) SUCH PARTY OR ITS AFFILIATE HAS RECEIVED, OR 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 PAID FOR BY ALT PRIOR TO THE CLOSING AND ANY OFFSETTING TAX
DEDUCTIONS, LOSSES, INCLUDING NET
36
OPERATING LOSSES, CREDITS OR SIMILAR ITEMS).
THE PRESENT VALUE 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 SECTIONS 6.1 OR 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 LNG SHALL PREPARE OR CAUSE TO BE PREPARED AND
FILE OR CAUSE TO BE FILED ALL TAX RETURNS WITH RESPECT TO ALT FOR ALL TAX
PERIODS BEGINNING WITH AND SUBSEQUENT TO THE 2006 TAXABLE YEAR.
SELLER SHALL
PREPARE OR CAUSE TO BE PREPARED AND FILE OR CAUSE TO BE FILED ALL TAX RETURNS
WITH RESPECT TO ALT FOR ALL TAX PERIODS BEGINNING PRIOR TO THE 2006 TAXABLE
YEAR.
9.2.
COOPERATION ON TAX MATTERS.
(A)
APOLLO LNG 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 LNG AND SELLER SHALL (I) RETAIN ALL BOOKS AND RECORDS IN THEIR POSSESSION
WITH RESPECT TO TAX MATTERS PERTINENT TO ALT, 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
LNG OR THE SELLERS, ANY EXTENSIONS THEREOF) OF THE RESPECTIVE TAXABLE PERIODS,
AND 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 LNG OR SELLER, AS THE CASE MAY BE, SHALL ALLOW
THE OTHER PARTY TO TAKE POSSESSION OF SUCH BOOKS AND RECORDS.