OR AFTER NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD
PERMIT, ANY MODIFICATION OR TERMINATION OF ANY GOVERNMENTAL APPROVAL.
(G)
INVENTORIES.
THE VALUES AT WHICH
INVENTORIES ARE CARRIED BY APOLLO AND APOLLO PRODUCTION ON THEIR BALANCE SHEETS
REFLECT THE NORMAL INVENTORY VALUATION POLICIES OF APOLLO AND APOLLO PRODUCTION.
(H)
TAXES.
APOLLO AND APOLLO PRODUCTION 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
APOLLO OR APOLLO PRODUCTION, 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 APOLLO 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 APOLLO TAXES WHICH
ARE DUE PURSUANT TO SUCH RETURNS OR ARE PURSUANT TO ANY ASSESSMENTS RECEIVED BY
APOLLO OR APOLLO PRODUCTION OR ANY SUCH OTHER CORPORATION OR ENTITY. AS USED
HEREIN, "APOLLO TAXES" SHALL MEAN ALL TAXES, FEES LEVIES OR OTHER ASSESSMENTS,
INCLUDING BUT NOT LIMITED TO INCOME, EXCISE, PROPERTY (INCLUDING PROPERTY TAXES
PAID BY APOLLO OR APOLLO PRODUCTION 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 APOLLO AND APOLLO PRODUCTION HAVE BEEN FURNISHED OR MADE AVAILABLE TO THE
SELLER OR TO ITS REPRESENTATIVES AND SUCH COPIES ARE ACCURATE AND COMPLETE AS OF
THE DATE THEREOF. APOLLO AND APOLLO PRODUCTION HAVE ALSO FURNISHED OR MADE
AVAILABLE TO THE SELLER OR ITS REPRESENTATIVES CORRECT AND COMPLETE COPIES OF
ALL NOTICES AND CORRESPONDENCE SENT OR RECEIVED SINCE THE FORMATION OF APOLLO
AND APOLLO PRODUCTION BY APOLLO OR APOLLO PRODUCTION TO OR FROM ANY FEDERAL,
STATE OR LOCAL TAX AUTHORITIES. APOLLO AND APOLLO PRODUCTION HAVE ADEQUATELY
RESERVED FOR THE PAYMENT OF ALL MATERIAL APOLLO 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, APOLLO AND APOLLO PRODUCTION MAKE
ADEQUATE PROVISION ON THEIR BOOKS FOR THE PAYMENT OF ALL APOLLO TAXES (INCLUDING
FOR THE CURRENT FISCAL PERIOD) OWED BY APOLLO AND APOLLO PRODUCTION. EXCEPT TO
THE EXTENT RESERVES THEREFOR ARE REFLECTED ON THEIR BALANCE SHEETS, NEITHER
APOLLO NOR APOLLO PRODUCTION IS LIABLE OR WILL BECOME LIABLE, FOR ANY APOLLO
TAXES FOR ANY PERIOD ENDING ON, PRIOR TO OR THROUGH THE DATES OF THOSE BALANCE
SHEETS. EXCEPT AS DISCLOSED ON SCHEDULE 6.2(H), NEITHER APOLLO NOR APOLLO
PRODUCTION HAS BEEN SUBJECT TO A FEDERAL OR STATE TAX AUDIT OF ANY KIND AND NO
ADJUSTMENT HAS