Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) Each Contributor shall be liable for and pay, and shall indemnify and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) from and against any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iii) any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account.

Liability for Taxes. (a) Each Contributor The Parent shall be liable for and pay, or shall cause the applicable Seller to pay, and shall indemnify indemnify, defend, and hold harmless each PEGC I Indemnitee the Acquiror Indemnified Parties (as defined in Section 10.01 below10.02(a)) from and against any against, all Taxes and all Losses suffered imposed on or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof Acquiror Indemnified Party, or for which such Contributed Company or such Subsidiary any Acquiror Indemnified Party may otherwise be liable, as a result of having been a member of a Contributed Company Group relating to (including i) any Taxes for which the Contributed imposed upon any Company or any Transferred Subsidiary thereof may be liable pursuant with respect to Treasury Regulation Section 1.1502any Pre-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date Taxable Period and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (ii) any Taxes imposed upon any Company or any Transferred Subsidiary or any Successor Entity with respect to any Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, that would not be payable by, or imposed upon, such Company or such Transferred Subsidiary or such Successor Entity if any amount of net operating losses or credits generated during the Parent or its Affiliates’ period of ownership of the applicable Company or Transferred Subsidiary as of the Closing Date had not been decreased as a result of any Tax audits or proceedings by any Tax Authority, except to the extent any such decrease in net operating losses or credits (A) is expected to give rise to a Tax benefit to any Company or any Transferred Subsidiary or any Successor Entity in a Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, (B) is caused by an action taken by or transaction entered into by the Acquiror or its Affiliates other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) or (C) is a result of the carryback of any item from a Post-Closing Taxable Period or with respect to the portion of any Straddle Period relating to after the Closing Date, (iii) any breach of or inaccuracy in any representation contained in Section 3.20 or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach or failure by the Parent to perform (or cause to be performed) any of the covenants or agreements set forth in this Article VII; provided, however, that the Parent shall not be liable for or pay, and shall not indemnify the Acquiror Indemnified Parties from and against (A) any covenant of such Contributor or Taxes shown as an accrued tax payable on the Final Actual Closing Solvency Capital Worksheet, and (B) any Contributed Taxes imposed on any Company or Transferred Subsidiary, or for which any Company or Transferred Subsidiary thereof contained herein may otherwise be liable, as a result of transactions occurring or in any Ancillary Agreement deemed to occur on the Closing Date but after the Closing (other than those contemplated by the Tax Protection AgreementTransaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the interests or assets of the Companies or the Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for occurring in the Audited Balance Sheet or included Ordinary Course of Business) (Taxes described in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(vclauses (A) and (2B) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Accountabove, hereinafter “Excluded Taxes”).

Liability for Taxes. (a) Each Contributor Seller shall be liable for and payfor, and shall indemnify and hold Buyer harmless each PEGC I Indemnitee (as defined in Section 10.01 below) from and against any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year period, or period that ends portion thereof, ending on or before the Closing Date. Buyer shall be liable for, and shall indemnify and hold Seller harmless from any Taxes imposed on Company for any taxable period beginning after the Closing Date. Buyer agrees to pay to Seller any refund received (whether by payment, credit, offset or otherwise) after the Closing Date andby Buyer or Company, in respect of any Taxes for which Seller is liable hereunder. Seller agrees to pay to Buyer any refund received (whether by payment, credit, offset or otherwise) by Seller in respect of any Taxes for which Buyer is liable hereunder. The parties shall cooperate in order to take all necessary steps to claim any such refund. Any such refund received by a party or its affiliate for the account of the other party shall be paid to such other party within thirty (30) days of receipt. Any sales, use, real property transfer, or similar taxes arising from the transactions contemplated by this Agreement shall be the responsibility of Buyer except as otherwise specified herein, such as any applicable stock transfer tax (which shall be the responsibility of Seller). All income and deductions of Company for periods ending on or prior to the Closing Date will be included in the consolidated federal income tax returns of Dover’s consolidated tax group. Buyer and Company, shall cooperate with Dover and shall make available all necessary records and timely take all action necessary to allow Dover or its affiliates to prepare and file its returns. In the event Buyer or Seller (the “Receiving Party”) receives notice of any examination, claim, adjustment, or other proceeding with respect to the liability of Company for Taxes for any Straddle Period, period for which the portion other party is or may be liable hereunder(the “Liable Party”) the Receiving Party shall immediately notify the Liable Party in writing and the Liable Party shall be entitled at its expense to control or settle the contest of such Straddle Period ending on and including examination, claim, adjustment, or other proceeding, provided it may not, without the Closing Date, (iii) consent of the Receiving Party agree to any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may settlement which could result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating an increase in the amount of LossesTaxes for which the Receiving Party is liable hereunder. The parties shall cooperate with each other and will consult with each other, but not for in the purpose negotiation and settlement of determining whether there has been a breach any proceeding. The parties will preserve and retain all returns, schedules, work papers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such representations party to the other party upon reasonable notice and warranties)at reasonable times, and (iv) any breach it being understood that such representatives shall be entitled to make copies of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) books and records relating to Taxes; provided, that (1) the Contributors Company and interview employees as they shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Accountdeem necessary.

Liability for Taxes. (a) Each Contributor Seller shall be liable for and pay, and shall indemnify indemnify, defend and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) Buyer from and against against, any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereofCompany, or for which any Contributor or Contributed the Company or Subsidiary thereof may otherwise be liable, liable (i) for any taxable year or period that ends on or before the Pre-Closing Date Taxable Periods and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, ; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) any breach of any representation or warranty member of such Contributor any Affiliated Group of which the Company (or any Contributed predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar foreign, state or local law; or (iv) of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that Seller shall not be liable for or pay any Taxes (x) included in the calculation of Final Closing Working Capital or (y) imposed on the Company or Subsidiary thereof contained herein relating for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to Taxesthe portion of the Closing Date after the Closing. Buyer shall not, in and shall not permit the Company to, make any Ancillary Agreement tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warrantiesportion thereof), and (iv) Buyer shall indemnify and hold harmless Seller from and against any breach liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or to receive prompt payment from Buyer or the Company of any covenant refund or credit (when actually realized) for the overpayment of such Contributor or Taxes (including for this purpose any Contributed Company or Subsidiary thereof contained herein or over-accrual in any Ancillary Agreement (other than the Tax Protection AgreementFinal Closing Working Capital) relating for which Seller is responsible pursuant to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for 7.1(a), plus any interest received or credited with respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any refund or credit with respect to Taxes referred to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account7.1(a).

Liability for Taxes. (ai) Each Contributor Except as shown as a liability or reserve on the Unaudited Balance Sheet, the Stockholders shall be liable for and payindemnify CMS Energy, the Surviving Corporation and shall indemnify and hold harmless each PEGC I Indemnitee their subsidiaries (as defined in Section 10.01 belowcollectively, the "Tax Indemnitees") from and against any and for all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof Tax Indemnitee (or for which such Contributed Company or such Subsidiary a Tax Indemnitee may otherwise be liable) arising from the assets or activities of Waltxx xxx its Subsidiaries for any taxable year or period of Waltxx xx its Subsidiaries that ends on or before the Unaudited Balance Sheet Date and, with respect to any taxable year or period beginning before and ending after the Unaudited Balance Sheet Date, the portion of such taxable year ending on and including the Unaudited Balance Sheet Date (each such taxable year, period or portion thereof referred to herein as "Pre-June 30, 1994 Taxable Period"). Notwithstanding the preceding sentence, in the case of an adjustment which increases an item of income or gain, or decreases an item of loss, deduction or credit, of Waltxx xx any of its Subsidiaries for any Pre-June 30, 1994 Taxable Period and which will (under the law in effect at the time of such adjustment) result in a corresponding decrease in an item of income or gain, or an increase in an item of loss, deduction or credit, of Waltxx, xxy of its Subsidiaries, or the Surviving Corporation for one or more taxable years or periods following the year or period to which the adjustment relates (a "Timing Adjustment"), the Shareholders shall not be required to pay to the Tax Indemnitees any increase in the tax liability of Waltxx xxx its Subsidiaries attributable to such Timing Adjustment, but shall be required to pay to the Tax Indemnitees the amount of any interest and penalties payable as a result of having been a member of a Contributed Company Group (including Taxes for which such Timing Adjustment, provided that if the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law representations set forth in Sections 3.8(a)(xx) through 3.8(a)(xxiii) are breached other than as a result of having been Timing Adjustments (including as a member result of an adjustment (other than a Contributed Company Group and any Taxes resulting from Timing Adjustment) to the Contributed Company or any Subsidiary thereof ceasing to be taxable income of Waltxx xx its Subsidiaries for a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Unaudited Balance Sheet Date and, with respect which is used to any Straddle Periodreduce the net operating loss carryforwards of Waltxx xxx its Subsidiaries described in such Sections), the portion Stockholders shall pay to the Tax Indemnitees an amount equal to the sum of such Straddle Period ending on and including (y) 20% of the Closing Date, (iiiamount by which the net operating loss carryovers set forth in Schedule 3.8(b) or Schedule 3.8(c) from any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating taxable period exceed the amount of Losses, but not for the purpose of determining whether there has been a breach of net operating loss carryovers as finally determined from such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxestaxable period; provided, that the aggregate amount payable by the Stockholders pursuant to this clause (1y) by reason of all such breaches shall not exceed $1,000,000, plus (z) the Contributors amount of any interest and penalties payable as a result of the reduction in such net operating loss carryover. Notwithstanding the preceding sentence, the Stockholders shall have no liability under this Section 8.01(anot be required to indemnify the Tax Indemnitees as a result of the breach of the representations described in Sections 3.8(a)(xx) for Taxes to through 3.8(a)(xxiii) unless the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for unavailability of any of the carryovers described therein are challenged in the Audited Balance Sheet or included in the determination audit of the Actual Adjusted OP Unit Consideration Tax Returns filed by CMS Energy and its Affiliates for their taxable years ending on or Contingent Considerationbefore December 31, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account1999.

Liability for Taxes. (a) Each Contributor The Company has made an estimated Tax payment of its 2018 Federal and Montana income and premium taxes (the “2018 Tax Estimate”) to the appropriate Tax Authority. To the extent the 2018 Tax Estimate paid by the Company is less than or does not fully cover any Taxes owed by the Company for any taxable period (or portion thereof, as determined under Section 10.01(c)) ending on or prior to the Closing Date, Seller shall be liable for and pay, and shall indemnify and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) the Buyer Indemnified Parties, from the remaining amount of any such Taxes; provided, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against against, (A) any and all Losses suffered Taxes that result from any actual or incurred by such PEGC I Indemnitee in connection with deemed election under Sections 336(e) or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result 338 of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company Code or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member the purchase of a Contributed Company Group and the Shares or that result from Buyer, any Taxes resulting from the Contributed Company Affiliate of Buyer or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including after the Closing Date) the Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company for foreign, federal, state, local or other Tax purposes, (iiiB) any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely Taxes for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), which Buyer is liable under Section 10.01(b) and (ivC) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included taken into account as a Liability or reflected reserve for Taxes in preparing the Statutory Statements as of the Accounts Date (Taxes described in this proviso, “Excluded Taxes”). Seller shall be entitled to any refund of Taxes, including but not limited to the 2018 Estimate, received by Buyer or its Affiliates for any taxable period ending on or prior to the Closing Date and any other amounts credited against Tax for a taxable period ending on or prior to the Closing Date (excluding any refund or credit attributable to any loss incurred in a contra-assettaxable period beginning after the Closing Date and applied (e.g., liability as a carryback) to income in a taxable period ending on or obligation accrued prior to the Closing Date). Any such refunds or reserved for credits received or utilized by Buyer or its Affiliates shall be promptly, and in the Audited Balance Sheet or included in the determination any event within thirty (30) days of the Actual Adjusted OP Unit Consideration receipt or Contingent Considerationutilization of such refund or credit, as finally determined pursuant paid over to Section 1.05(b)(vi) Seller. Buyer shall and shall cause its Affiliates to take reasonable steps to secure any such refund or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall credit that would be the Escrow Accountavailable.

Liability for Taxes. (a) Each Contributor shall Seller will be liable for for, and undertakes to timely pay, and pursuant to Article X shall indemnify and hold harmless each PEGC I Indemnitee Buyer Group Member from, all Taxes relating to the Business, the Purchased Assets and the sale of the Purchased Assets and the Assumed Liabilities, in each case attributable to taxable years or periods (as defined in Section 10.01 belowor portions thereof) from ending on or before and against including the Closing Date and the Buyer shall have no responsibility with respect to such Taxes. For the avoidance of doubt, the parties agree that Seller shall be liable for any penalties and all Losses suffered tax payments which may be required to be paid by Seller to the Israeli Tax Authority with respect to the period ending on or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, before and including the Closing Date as a result of having been a member the complete or partial termination of a Contributed Company Group (including Taxes for which benefits granted to Seller under the Contributed Company or any Subsidiary thereof may Benefited Enterprise Tax Ruling due to the consummation of the transactions contemplated by this Agreement. Buyer will be liable for, and undertakes to timely pay, and pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of stateArticle X shall indemnify and hold harmless each Seller Group Member from, local or foreign Law as a result of having been a member of a Contributed Company Group all Taxes relating to the Business, the Purchased Assets, the Assumed Liabilities and any Taxes resulting from sale of the Contributed Company Purchased Assets and the Assumed Liabilities that are attributable to taxable years or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), periods (iior portions thereof) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before beginning after the Closing Date and, and Seller shall have no responsibility with respect to such Taxes. Notwithstanding the foregoing, Buyer (and not Seller) shall be liable for any Straddle Period, the portion of such Straddle Period ending Taxes attributable to transactions occurring on and including the Closing Date, (iii) any breach Date after the Closing outside the ordinary course of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto business (it being agreed and acknowledged by understood that the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination sale of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant Purchased Assets to Section 1.05(b)(vi) or Section 1.06(c)(v) Buyer and (2) the first (but assumption of the Assumed Liabilities by Buyer does not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Accountconstitute such a transaction).

Liability for Taxes. Seller shall be liable for, and shall together with Shareholder, jointly and severally, indemnify and hold Buyer harmless from, (a) Each Contributor shall be liable for and pay, and shall indemnify and hold harmless each PEGC I Indemnitee all Taxes (as defined in Section 10.01 below) from and against Security Interests related to any and all Losses suffered Taxes that are imposed on (either before or after the Closing Date) or incurred by such PEGC I Indemnitee in connection with respect to the Purchased Assets for any period ending on or arising from before the Closing Date, (ib) any Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, payable as a result of having been a member breach by Seller or Shareholder of a Contributed Company Group any of the representations set forth in Section 3.1(i) hereof, and (c) any necessary and reasonable attorneys’ fees or other costs incurred by Buyer or its Affiliates in connection with any payment from Seller under this Section 2.12. Buyer and Seller agree to provide assistance to one another and to cooperate fully with one another after the Closing Date to account for all Taxes that may be imposed on or incurred with respect to the Purchased Assets during any period prior to the Closing Date. Seller shall pay directly all excise, sales, transfer, documentary, filing, recordation and other similar Taxes, levies, fees and charges from any such taxing authority, if any (including Taxes for which the Contributed Company or any Subsidiary thereof all bulk sales taxes and real estate transfer taxes and conveyance and recording fees, if any), that may be liable pursuant imposed upon, or payable or collectible or incurred in connection with, this Agreement and the transactions contemplated hereby. All obligations under this Section 2.12 shall survive the Closing hereunder and continue until 30 days following the expiration of the statute of limitations on assessment of the relevant Tax. As used herein, “Tax” or “Taxes” means all taxes, however denominated, including any interest or penalties or additions thereto whether disputed or not, including any obligation to Treasury Regulation Section 1.1502-6 indemnify or similar provisions otherwise assume or succeed to the tax Liability of any other Person that may become payable in respect thereof, imposed by any federal, state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company government or any Subsidiary thereof ceasing to be a member agency or political subdivision of any Contributed Company Group)such government, which taxes shall include, without limiting the generality of the foregoing, all income taxes (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iii) any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Lossesincluding, but not for the purpose of determining whether there has been a breach of such representations limited to, United States federal income taxes and warrantiesstate income Taxes), payroll and (iv) any breach of any covenant of such Contributor employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, environmental taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, transfer taxes, withholding taxes, workers’ compensation taxes, escheat, value-added taxes, alternative or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (add-on minimum taxes and other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination obligations of the Actual Adjusted OP Unit Consideration same or Contingent Considerationof a similar nature, as finally determined pursuant to Section 1.05(b)(vi) whether discovered before, upon or Section 1.06(c)(v) and (2) after the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow AccountClosing.

Liability for Taxes. (a) Each Contributor The Sellers shall be jointly and severally liable for and payfor, and shall indemnify each indemnify, defend and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) the Purchasers from and against any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from liability for (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), of Sellers (and their respective Affiliates other than SHLX and its subsidiaries) and (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, incurred by or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for with respect to the Assets attributable to any taxable year or period that ends ending on or before prior to the Closing Date and, or portion thereof to the extent occurring on or prior to the Closing Date. (b) The Purchasers shall be jointly and severally liable for any Taxes imposed on or incurred by or with respect to the Assets attributable to any Straddle Period, taxable period beginning after the Closing Date or portion of such Straddle Period ending on and including thereof to the extent occurring after the Closing Date, . (iiic) any breach Whenever it is necessary for purposes of this Article VI to determine the amount of any representation Taxes imposed on or warranty incurred by or with respect to the Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date and the allocation is not otherwise prescribed by Applicable Law or agreement in effect as of the date hereof, such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties amount shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating be the amount of Losses, but not such Tax for the purpose entire Tax period multiplied by a fraction, the numerator of determining whether there has been which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Tax period. (d) If SHLX or any Purchaser receives a breach refund of any Taxes that any of the Sellers is responsible for hereunder, or if any Seller receives a refund of any Taxes that SHLX or any Purchaser is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such representations and warranties)refund, and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes remit it to the extent included or reflected party which has responsibility for such Taxes hereunder. The parties shall cooperate in a contra-assetorder to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant parties agree to report any payments with respect to Section 1.05(b)(vi) or 6.1, ‎ Section 1.06(c)(v) 8.1 and (2) ‎Section 8.2 as an adjustment to the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account.Consideration. 25

Liability for Taxes. (a) Each Contributor shall be liable for Key Securityholder jointly and pay, and shall severally agrees to indemnify and hold harmless pursuant to Article VIII each PEGC I Indemnitee (as defined in Section 10.01 below) Parent Group Member from and against any and all Losses suffered or and Expense incurred by such PEGC I Indemnitee Parent Group Member in connection with or arising from (iA) all Taxes imposed on any Contributed the Company or the Subsidiary thereof or for which such Contributed either the Company or such the Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any the Subsidiary thereof may be liable pursuant to Treasury Regulation Section Treas. Reg. § 1.1502-6 or similar provisions of state, local or foreign Law law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any the Subsidiary thereof ceasing to be a member of any Contributed Company Group), and (iiB) all Taxes imposed on any Contributed the Company or Subsidiary thereofthe Subsidiary, or for which any Contributor or Contributed the Company or the Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending up to and including the Closing Date; provided, however, that any extraordinary transaction occurring on the Closing Date after the Closing at the direction of Parent shall be treated by the Company, the Securityholders and Parent for all federal income tax purposes as occurring at the beginning of the day following the Closing Date. Whenever it is necessary to determine the liability for Taxes of the Company or the Subsidiary for a Straddle Period, the determination of the Taxes of the Company or the Subsidiary for the portion of the Straddle Period up to and including the Closing Date, (iii) any breach and the portion of any representation the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or warranty periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such Contributor two taxable years or any Contributed periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date, provided, however, that exemptions, allowances or Subsidiary thereof contained herein relating to deductions that are calculated on an annual basis, such as the deduction for depreciation and personal property, real property and other similar Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed apportioned between such two taxable years or periods on a daily basis. Notwithstanding the foregoing and for the avoidance of doubt, any Excluded Taxes shall not qualified be indemnified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow AccountSecurityholder.

Liability for Taxes. (ai) Each Contributor Sellers shall be liable for and pay, and shall pursuant to Article VIII (and subject to the limitations thereof), each Seller agrees to indemnify and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) Buyer Group Member from and against against, any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, Acquired Companies for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date; provided, however, that Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (iiiA) any breach Taxes shown as a liability or reserve on the Closing Date Balance Sheet and included in the Closing Date Working Capital, (B) any Taxes imposed on any of the Acquired Companies or for which any of the Acquired Companies may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable to the portion of the Closing Date after the Closing, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or that result from Buyer, any Affiliate of Buyer, or any of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties)Tax purposes, and (ivD) notwithstanding anything to the contrary herein, any breach Taxes resulting from a sale of any covenant of the Acquired Companies by Buyer (Taxes described in this proviso, hereinafter “Excluded Taxes”). Sellers shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Contributor Straddle Period ending on and including the Closing Date. Upon the request of Sellers, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating refunds to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes which Sellers are entitled pursuant to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Accountpreceding sentence.

Liability for Taxes. (ai) Each Contributor Sellers shall be liable for and pay, and pursuant to Article XI (and subject to the limitations thereof), each Seller (severally and pro rata in accordance with their Percentage Interests) agrees to indemnify and hold harmless each Buyer Group Member from and against, any Losses and Expenses incurred by such Buyer Group Member in connection with or arising from Taxes imposed on either of the Acquired Companies for any Pre-Closing Tax Period; provided, however, that Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and included in Closing Date Working Capital, (B) any Taxes imposed on either of the Acquired Companies or for which either of the Acquired Companies may otherwise be liable as a result of transactions engaged in by the Buyer or any Affiliate of the Buyer (including, after the Closing Date, the Acquired Companies) occurring on the Closing Date outside the ordinary course of business that are properly allocable to the portion of the Closing Date after the Closing, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or the deemed purchase of shares of the Company Subsidiary or that result from Buyer, any Affiliate of Buyer, or either of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or the Company Subsidiary for Tax purposes, (D) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of (i) either of the Acquired Companies by Buyer or (ii) assets of the Acquired Companies, including pursuant to the Post-Closing Sale, and (E) subject to the provisions immediately below, Identified Taxes (Taxes described in this proviso, hereinafter “Excluded Taxes”). With respect to Identified Taxes only, Sellers shall be liable for and shall indemnify and hold harmless each PEGC I Indemnitee Buyer Group Member under this Section 8.1(a)(i) to the extent that the amount of such Identified Taxes (as defined in for the avoidance of doubt, excluding any related Losses and Expenses) exceeds One Million Dollars ($1,000,000.00) (the “Identified Tax Deductible”). Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 10.01 below8.1(a)(i) from and against for any and all Identified Taxes exceeding the Identified Tax Deductible, but not related Losses suffered or incurred by and Expenses (and, for the avoidance of doubt, such PEGC I Indemnitee in connection with or arising from Identified Taxes shall not constitute Excluded Taxes). Other than any such Tax refund (i) Taxes imposed shown as an asset on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group Closing Date Balance Sheet and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), included in Closing Date Working Capital (ii) Taxes imposed on any Contributed Company or Subsidiary thereofattributable to Excluded Taxes, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iii) attributable to Identified Taxes that are not indemnified by the Sellers up to the Identified Tax Deductible, Sellers shall be entitled to any breach refund of (or credit for) Taxes allocable to any Pre-Closing Tax Period, in either case net of any representation reasonable out-of-pocket costs incurred by Buyer in collecting such Tax refunds. Upon the reasonable request of the Stockholder Representative, Buyer shall file (or warranty of such Contributor cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any Contributed Company or Subsidiary thereof contained herein relating refunds to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered which Sellers are entitled pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Accountpreceding sentence.

Liability for Taxes. (ai) Each Contributor The Selling Parties shall be liable for and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify and hold the Buyer Group Members harmless each PEGC I Indemnitee (as defined in Section 10.01 below) from and against any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from out of, (iA) all Taxes imposed on any Contributed the Company or Subsidiary thereof its Subsidiaries, or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof its Subsidiaries may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (iiiB) any breach of any representation or warranty of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto liability for Taxes (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Lossesincluding, but not limited to, pursuant to Treasury Regulations § 1.1502-6) for which the purpose Company or any of determining whether there has its Subsidiaries is responsible (by reason of requirements of law or otherwise) as a result of having been a breach member, on or before the Closing Date, of such representations and warranties)any affiliated, consolidated, combined or unitary or similar group for United States federal, state or local Tax purposes, and (ivC) any breach real property transfer or gains Tax, sales Tax, use Tax, stamp Tax, stock transfer Tax, or other similar Tax imposed on the transactions contemplated by this Agreement. Buyer shall be liable for and pay, and pursuant to Article VIII from and after the Closing Date shall indemnify and hold the Selling Parties harmless from and against any and all Losses arising out of, (A) all Taxes imposed on the Company, or for which Taxes the Company may otherwise be liable, for any taxable year or period that ends after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, and (B) any liability for Taxes for which the Company is responsible as a result of having been a member, after the Closing Date, of any covenant affiliated, consolidated, combined or unitary or similar group for United States state, federal or local Tax purposes. For purposes of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) 7.1(a)(i), whenever it is necessary to determine the liability for Taxes to of the extent included or reflected in Company for a contra-assetStraddle Period, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent ConsiderationTaxes of the Company for the portion of the Straddle Period ending on and including, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not portion of the sole) source of recovery under this Section 8.01(a) Straddle Period beginning after, the Closing Date shall be determined by assuming that the Escrow AccountStraddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis.

Liability for Taxes. (a) Each Contributor Except to the extent treated as a liability (and therefore resulted in a reduction) in the calculation of the Final Purchase Price, Seller shall be liable for and payindemnify Buyer for all Taxes (including, and shall indemnify and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) from and against without limitation, any and all Losses suffered or incurred by such PEGC I Indemnitee in connection with or arising from (i) Taxes imposed on any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member obligation to contribute to the payment of a Contributed Tax determined on a consolidated, combined or unitary basis with respect to a group of corporations that includes or included the Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company the Seller Group), (i) imposed on the Seller Group (other than the Company) for any taxable year, (ii) Taxes imposed on any Contributed the Company or Subsidiary thereof, or for which any Contributor or Contributed the Company or Subsidiary thereof may otherwise be liable, liable for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Periodtaxable year or period beginning before and ending after the Closing Date, the portion of such Straddle Period taxable year ending on and including the Closing Date. Except to the extent treated as an asset in the calculation of the Purchase Price, (iii) Seller shall be entitled to any breach refund of Taxes of the Company for any tax period or portion thereof ending on or before the Closing Date or for which Seller was otherwise responsible. To the extent permitted by Law, Buyer shall waive any carrybacks for periods ending after the Closing Date to a Pre-Closing Tax Period and Seller shall pay to Buyer the amount of any representation Tax benefit actually received attributable to any carryback to a Pre-Closing Tax Period, provided that Seller shall have no obligation to make any claims for refunds or warranty amend any Tax Return with respect to such carrybacks unless Seller is otherwise filing an amended Tax Return or other claim for refund for the period of such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties carryback. Seller shall be deemed not qualified by any references therein to materiality or have actually realized a Tax benefit to whether or not the extent that, and at such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating time as, the amount of Losses, Taxes payable by Seller is reduced below the amount of Taxes that Seller would be required to pay but not for the purpose of determining whether there has been a breach of such representations and warranties)carryback, and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, provided that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) Seller shall be the Escrow Accounttreated as utilizing such carrybacks after utilizing all other available Tax attributes.

Liability for Taxes. (a) Each Contributor shall All Taxes for periods after the date of the Balance Sheet that should be liable for reserved on the books of the Seller and paythe Seller's past practice have been so reserved, and shall indemnify all estimated tax payments required to be made have been made. The Seller has withheld and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 below) from paid over all Taxes required to have been withheld and against any paid over, and complied with all Losses suffered or incurred by such PEGC I Indemnitee information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or arising from (i) Taxes imposed on owing to any Contributed Company or Subsidiary thereof or for which such Contributed Company or such Subsidiary may otherwise be liableemployee, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of statecreditor, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereofindependent contractor, or other third party. Except as set forth in Seller's Disclosure Schedule, there have been no audits or examinations by any taxing authority relating to Taxes of the Seller during the past six years, no taxing authority has given notice that it will commence any such audit or examination and no taxing authority is asserting (either orally or in writing, formally or informally) or, to the knowledge of the Seller, threatening to assert any deficiency or claim relating to Taxes of the Seller, and no liens for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, Taxes have been filed and are currently outstanding with respect to any Straddle Period, of the portion assets or properties of such Straddle Period ending on and including the Closing Date, (iii) any breach Seller. There is no agreement or waiver currently in effect extending the period for assessment or collection of any representation Taxes. The Seller is not, nor has it ever been, a party to a tax sharing, tax indemnity or warranty tax allocation agreement, and the Seller has not assumed the tax liability of such Contributor any other person under contract. The Seller is not, nor has it ever been, a member of an affiliated group filing a consolidated federal income tax Return. As used herein, "Return" or "Returns" shall mean all returns, declarations of ------ ------- estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with the United States or any Contributed Company state, governmental authority or Subsidiary subdivision or agency thereof contained herein relating to Taxesin connection with the determination, in any Ancillary Agreement assessment, collection or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating the amount of Losses, but not for the purpose of determining whether there has been a breach of such representations and warranties), and (iv) any breach administration of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes to the extent included or reflected in a contra-asset, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant to Section 1.05(b)(vi) or Section 1.06(c)(v) and (2) the first (but not the sole) source of recovery under this Section 8.01(a) shall be the Escrow Account.

Liability for Taxes. (a) Each Contributor SPLC shall be liable for, and shall indemnify, defend and hold harmless SHLX from any unpaid Taxes (including related penalties and interest) imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. 15 (b) SHLX shall be liable for any Taxes (including related penalties and pay, and shall indemnify and hold harmless each PEGC I Indemnitee (as defined in Section 10.01 belowinterest) from and against any and all Losses suffered imposed on or incurred by such PEGC I Indemnitee or with respect to their interests in connection with the Subject Interests or arising from the Assets related to the Subject Interests attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (ic) Whenever it is necessary for purposes of this Article VI to determine the amount of any Taxes imposed on any Contributed Company or Subsidiary thereof incurred by or for which such Contributed Company or such Subsidiary may otherwise be liable, as a result of having been a member of a Contributed Company Group (including Taxes for which the Contributed Company or any Subsidiary thereof may be liable pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law as a result of having been a member of a Contributed Company Group and any Taxes resulting from the Contributed Company or any Subsidiary thereof ceasing to be a member of any Contributed Company Group), (ii) Taxes imposed on any Contributed Company or Subsidiary thereof, or for which any Contributor or Contributed Company or Subsidiary thereof may otherwise be liable, for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period Subject Interests or the Assets related to the Subject Interests for a taxable period beginning before and ending on and including after the Closing Date, (iii) any breach which is allocable to the period ending on or prior to the Closing Date, and the allocation is not otherwise prescribed by Applicable Law or agreement in effect as of any representation or warranty of the date hereof, such Contributor or any Contributed Company or Subsidiary thereof contained herein relating to Taxes, in any Ancillary Agreement or any certificate or supplemental disclosures delivered pursuant hereto or thereto (it being agreed and acknowledged by the parties that such representations and warranties amount shall be deemed not qualified by any references therein to materiality or to whether or not such breach results or may result in a Contributor Material Adverse Effect or a Contributed Company Material Adverse Effect solely for the purpose of calculating be the amount of Losses, but not such Tax for the purpose entire Tax period multiplied by a fraction, the numerator of determining whether there has been which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Tax period. (d) If SHLX receives a breach refund of any Taxes (including related penalties and interest) that SPLC is responsible for hereunder, or if SPLC receives a refund of any Taxes (including related penalties and interest) that SHLX is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such representations and warranties)refund, and (iv) any breach of any covenant of such Contributor or any Contributed Company or Subsidiary thereof contained herein or in any Ancillary Agreement (other than the Tax Protection Agreement) relating to Taxes; provided, that (1) the Contributors shall have no liability under this Section 8.01(a) for Taxes remit it to the extent included or reflected party which has responsibility for such Taxes hereunder. The parties shall cooperate in a contra-assetorder to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, liability or obligation accrued or reserved for in the Audited Balance Sheet or included in the determination of the Actual Adjusted OP Unit Consideration or Contingent Consideration, as finally determined pursuant parties agree to report any payments with respect to Section 1.05(b)(vi) or 2.4, Section 1.06(c)(v) 6.1, ‎ Section 8.1 and (2) ‎Section 8.2 as an adjustment to the first (but not the sole) source of recovery under this Consideration. Section 8.01(a) shall be the Escrow Account.6.2