Common use of Taxes and Governmental Charges Clause in Contracts

Taxes and Governmental Charges. The transfer, assignment and the pledge of the Collateral by the Borrower, a Managing Member and SAP pursuant to the Security Agreement and the Pledge Agreement is not subject to and will not result in any Tax payable by the Borrower to any federal, state or local government except as has been paid or provided for. No Tax is owed in connection with any period prior to the applicable Cut-Off Date or with respect to the sale, contribution or assignment of Conveyed Property by the applicable Assignor to SAP Seller, by SAP Seller to TEP Resources, by TEP Resources to the Borrower or by the Borrower to SAP, except as has been paid or provided for.

Taxes and Governmental Charges. The transfer, assignment and the pledge of the Collateral by the Borrower, a Managing Member and SAP pursuant to the Security Agreement and the Pledge Agreement is not subject to and will not result in any Tax payable by the Borrower to any federal, state or local government except as has been paid or provided for. No Tax is owed in connection with any period prior to the applicable Cut-Off Date or with respect to the sale, contribution or assignment of Conveyed Property by the applicable Assignor to SAP Seller, by SAP Seller to TEP Resources, by TEP Resources to the Borrower or by the Borrower to SAP, except as has been paid or provided for. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.