Common use of Income Tax Indemnity Clause in Contracts

Income Tax Indemnity. Subject to Section 3.3 hereof, if, as a result of an Tax Indemnifying Party Act, a Tax Indemnitee, (a) is required by any Governmental Authority to include any amount in gross income for income tax purposes in connection with its Composite Component Ownership Interest (an “Inclusion”), or (i) is unable to exclude an Inclusion from its gross income for income tax purposes (based upon the receipt by such Tax Indemnitee not later than the filing date of the related tax return of such Tax Indemnitee of an opinion of independent tax counsel selected by such Tax Indemnitee to the effect that there is no reasonable basis under the standards set forth in ABA Formal Opinion 85-352 or successor thereto (the “ABA Standards”) or, in the case of a U.S. federal income tax, a reasonable basis under Code Section 6662 and the Treasury Regulations thereunder (such a basis a “Reasonable Basis”) for excluding such Inclusion (which opinion shall set forth in reasonable detail the basis for the conclusions set forth therein)) or (ii) such claim would be inconsistent with a prior Final Determination of a contest and there has been no change in Law or interpretation thereof after such Final Determination, such Tax Indemnitee shall have suffered an “Inclusion Event” and Tax Indemnifying Party shall pay to such Tax Indemnitee, as an indemnity a lump-sum amount which, after giving effect to the Gross-Up, shall be sufficient to ensure that such Tax Indemnitee is in the same tax position that it would have been in had no such Inclusion Event occurred (such indemnity to be computed in accordance with the Tax Assumptions).

Income Tax Indemnity. Subject to Section 3.3 hereof, if, as a result of an Tax Indemnifying Party Act, a Tax Indemnitee, (a) is required by any Governmental Authority to include any amount in gross income for income tax purposes in connection with its Composite Component Unit 1 Facility Ownership Interest (an “Inclusion”), or (i) is unable to exclude an Inclusion from its gross income for income tax purposes (based upon the receipt by such Tax Indemnitee Party not later than the filing date of the related tax return of such Tax Indemnitee Party of an opinion of independent tax counsel selected by such Tax Indemnitee Party to the effect that there is no reasonable basis under the standards set forth in ABA Formal Opinion 85-352 or successor thereto (the “ABA Standards”) or, in the case of a U.S. federal income tax, a reasonable basis under Code Section 6662 and the Treasury Regulations thereunder (such a basis a “Reasonable Basis”) for excluding such Inclusion (which opinion shall set forth in reasonable detail the basis for the conclusions set forth therein)) or (ii) such claim would be inconsistent with a prior Final Determination of a contest and there has been no change in Law or interpretation thereof after such Final Determination, such Tax Indemnitee Party shall have suffered an “Inclusion Event” and Tax Indemnifying Party shall pay to such Tax Indemnitee, as an indemnity a lump-sum amount which, after giving effect to the Gross-Up, shall be sufficient to ensure that such Tax Indemnitee Party is in the same tax position that it would have been in had no such Inclusion Event occurred (such indemnity to be computed in accordance with the Tax Assumptions).

Income Tax Indemnity. Subject to Section 3.3 hereof, if, as a result of an Tax Indemnifying Party Act, a Tax Indemnitee, (a) is required by any Governmental Authority to include any amount in gross income for income tax purposes in connection with its Composite Component Unit 2 Ownership Interest (an “Inclusion”), or (i) is unable to exclude an Inclusion from its gross income for income tax purposes (based upon the receipt by such Tax Indemnitee Party not later than the filing date of the related tax return of such Tax Indemnitee Party of an opinion of independent tax counsel selected by such Tax Indemnitee Party to the effect that there is no reasonable basis under the standards set forth in ABA Formal Opinion 85-352 or successor thereto (the “ABA Standards”) or, in the case of a U.S. federal income tax, a reasonable basis under Code Section 6662 and the Treasury Regulations thereunder (such a basis a “Reasonable Basis”) for excluding such Inclusion (which opinion shall set forth in reasonable detail the basis for the conclusions set forth therein)) or (ii) such claim would be inconsistent with a prior Final Determination of a contest and there has been no change in Law or interpretation thereof after such Final Determination, such Tax Indemnitee Party shall have suffered an “Inclusion Event” and Tax Indemnifying Party shall pay to such Tax Indemnitee, as an indemnity a lump-sum amount which, after giving effect to the Gross-Up, shall be sufficient to ensure that such Tax Indemnitee Party is in the same tax position that it would have been in had no such Inclusion Event occurred (such indemnity to be computed in accordance with the Tax Assumptions).

Income Tax Indemnity. Subject to Section 3.3 hereof, if, as a result of an Tax Indemnifying Party Participant Act, a Tax Indemnitee, (a) is required by any Governmental Authority to include any amount in gross income for income tax purposes in connection with its Composite Component Ownership Interest (an “"Inclusion”"), or (i) is unable to exclude an Inclusion from its gross income for income tax purposes (based upon the receipt by such Tax Indemnitee Participant not later than the filing date of the related tax return of such Tax Indemnitee Participant of an opinion of independent tax counsel selected by such Tax Indemnitee Participant to the effect that there is no reasonable basis under the standards set forth in ABA Formal Opinion 85-352 or successor thereto (the “"ABA Standards”") or, in the case of a U.S. federal income tax, a reasonable basis under Code Section 6662 and the Treasury Regulations thereunder (such a basis a “"Reasonable Basis”") for excluding such Inclusion (which opinion shall set forth in reasonable detail the basis for the conclusions set forth therein)) or (ii) such claim would be inconsistent with a prior Final Determination of a contest and there has been no change in Law or interpretation thereof after such Final Determination, such Tax Indemnitee Participant shall have suffered an “"Inclusion Event” " and Tax Indemnifying Party Participant shall pay to such Tax Indemnitee, as an indemnity a lump-sum amount which, after giving effect to the Gross-Up, shall be sufficient to ensure that such Tax Indemnitee Participant is in the same tax position that it would have been in had no such Inclusion Event occurred (such indemnity to be computed in accordance with the Tax Assumptions).