BREACH OF A REPRESENTATION OR WARRANTY UNDER SECTIONS 6.1 OR
6.2 SHALL TERMINATE AFTER THE EXPIRATION OF THE
32
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 HLDM AND ARIZONA LNG FOR ALL TAX PERIODS BEGINNING WITH AND SUBSEQUENT TO THE
2006 TAXABLE YEAR.
SELLING STOCKHOLDER SHALL PREPARE OR CAUSE TO BE PREPARED
AND FILE OR CAUSE TO BE FILED TAX RETURNS WITH RESPECT TO HLDM AND ARIZONA LNG
FOR ALL TAX PERIODS BEGINNING PRIOR TO THE 2006 TAXABLE YEAR.
9.2.
COOPERATION ON TAX MATTERS.
(A)
APOLLO AND APOLLO LNG AND SELLING
STOCKHOLDER 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, APOLLO LNG AND SELLING
STOCKHOLDER SHALL (I) RETAIN ALL BOOKS AND RECORDS IN THEIR POSSESSION WITH
RESPECT TO TAX MATTERS PERTINENT TO HLDM AND ARIZONA LNG, AND THEIR ASSETS OR
BUSINESSES 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 SELLING STOCKHOLDER, 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 SELLING STOCKHOLDER, AS THE CASE MAY BE, SHALL ALLOW THE OTHER
PARTY TO TAKE POSSESSION OF SUCH BOOKS AND RECORDS.
(B)
APOLLO LNG AND THE SELLING STOCKHOLDER
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 SELLING STOCKHOLDER, APOLLO LNG
AND APOLLO 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 HLDM AND ARIZONA LNG AND THEIR ASSETS