Common use of Indemnification and Reimbursement for Payments on Behalf of a Unitholder Clause in Contracts

Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in this Agreement, if the Company is required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to the Company) to make any payment on behalf of a Unitholder in its capacity as such (including in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.), then such Unitholder (the “Indemnifying Unitholder”) will indemnify the Company in full for the entire amount paid, including interest, penalties and expenses associated with such payment. At the option of the Board, either: (a) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Unitholder will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid will not be added to the Indemnifying Unitholder’s Capital Account or otherwise deemed to be a Capital Contribution), or (b) the Company will reduce the Distribution giving rise to such payment and/or any subsequent Distributions which would otherwise be made to the Indemnifying Unitholder until the Company has recovered the amount to be indemnified (and the amount of such reduction will be deemed to have been distributed for all purposes, and such deemed distribution will reduce the Indemnifying Unitholder’s Capital Account). A Unitholder’s obligation to make contributions to the Company under this Section 7.5 will survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.5, the Company will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 7.5, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s and its Subsidiaries’ effective cost of borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in this Agreement, if the Company Partnership is required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to the CompanyPartnership) to make any payment on behalf of a Unitholder in its capacity as such (including in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.), then such Unitholder (the “Indemnifying Unitholder”) will indemnify the Company Partnership in full for the entire amount paid, including interest, penalties and expenses associated with such payment. At the option of the BoardGeneral Partners, either: (a) promptly upon notification of an obligation to indemnify the CompanyPartnership, the Indemnifying Unitholder will make a cash payment to the Company Partnership in an amount equal to the full amount to be indemnified (and the amount paid will not be added to the Indemnifying Unitholder’s 's Capital Account or otherwise deemed to be a Capital Contribution), or (b) the Company Partnership will reduce the Distribution giving rise to such payment and/or any subsequent Distributions which would otherwise be made to the Indemnifying Unitholder until the Company Partnership has recovered the amount to be indemnified (and the amount of such reduction will be deemed to have been distributed for all purposes, and such deemed distribution will reduce the Indemnifying Unitholder’s 's Capital Account). A Unitholder’s 's obligation to make contributions to the Company Partnership under this Section 7.5 will survive the termination, dissolution, liquidation and winding up of the CompanyPartnership, and for purposes of this Section 7.5, the Company Partnership will be treated as continuing in existence. The Company Partnership may pursue and enforce all rights and remedies it may have against each Unitholder under this Section 7.5, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s Partnership's and its Subsidiaries’ ' effective cost of borrowed funds.

Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in this Agreement, if (a) If the Company is required by law obligated to pay any amount to a Governmental Authority or to any other Person (as determined by and makes such payment or will make such a payment within 30 days of charging the Tax Matters Partner based on Capital Account of the advice of legal or tax counsel Member pursuant to the Companyfollowing sentences and either providing notification of an obligation to indemnify under (i) below or offsetting a distribution pursuant to make any payment (ii) below) on behalf of a Unitholder in its capacity as such (including or in respect of an obligation of) a Unitholder (including, without limitation, federal, state and local withholding taxes, personal property taxestaxes imposed with respect to foreign Members, and state unincorporated business taxes, etc.), then such Unitholder (the “Indemnifying Unitholder”"CHARGED MEMBER") will shall indemnify the Company in full for the entire amount paidpaid (including, including without limitation, any interest, penalties and expenses associated with such payment). At The amount to be indemnified shall be charged against the Capital Account of the Charged Member, and, at the option of the Board, either: (ai) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Unitholder will Charged Member shall make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid will not shall be added to the Indemnifying Unitholder’s Charged Member's Capital Account or otherwise but shall not be deemed to be a Capital ContributionContribution hereunder), ; or (bii) the Company will shall reduce the Distribution giving rise to such payment and/or any current or subsequent Distributions which distributions that would otherwise be made to the Indemnifying Unitholder Charged Member until the Company has recovered the amount to be indemnified (and PROVIDED that the amount of such reduction will shall be deemed to have been distributed for all purposespurposes of this Agreement, and but such deemed distribution will shall not further reduce the Indemnifying Unitholder’s Charged Member's Capital Account). . (b) A Unitholder’s Charged Member's obligation to make contributions to the Company under this Section 7.5 will 11.3 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.511.3, the Company will shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder Charged Member under this Section 7.511.3, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s and its Subsidiaries’ effective cost Base Rate plus six percentage points per annum (but not in excess of borrowed fundsthe highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in this Agreement, if (a) If the Company is required by law obligated to pay any amount to a Governmental Authority or to any other Person (as determined by and makes such payment or will make such a payment within 30 days of charging the Tax Matters Partner based on Capital Account of the advice of legal or tax counsel Member pursuant to the Companyfollowing sentences and either providing notification of an obligation to indemnify under (i) below or offsetting a distribution pursuant to make any payment (ii) below) on behalf of a Unitholder in its capacity as such (including or in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.)an obligation of) a Unitholder, then such Unitholder (the “Indemnifying Unitholder”"CHARGED MEMBER") will shall indemnify the Company in full for the entire amount paidpaid (including, including without limitation, any interest, penalties and expenses associated with such payment). At The amount to be indemnified shall be charged against the Capital Account of the Charged Member, and, at the option of the Board, either: (ai) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Unitholder will Charged Member shall make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid will not shall be added to the Indemnifying Unitholder’s Charged Member's Capital Account or otherwise but shall not be deemed to be a Capital ContributionContribution hereunder), ; or (bii) the Company will shall reduce the Distribution giving rise to such payment and/or any current or subsequent Distributions which distributions that would otherwise be made to the Indemnifying Unitholder Charged Member until the Company has recovered the amount to be indemnified (and PROVIDED that the amount of such reduction will shall be deemed to have been distributed for all purposespurposes of this Agreement, and but such deemed distribution will shall not further reduce the Indemnifying Unitholder’s Charged Member's Capital Account). . (b) A Unitholder’s Charged Member's obligation to make contributions to the Company under this Section 7.5 will 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.512.3, the Company will shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder Charged Member under this Section 7.512.3, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s and its Subsidiaries’ effective cost Base Rate plus six percentage points per annum (but not in excess of borrowed fundsthe highest rate per annum permitted by law).

Indemnification and Reimbursement for Payments on Behalf of a Unitholder. Except as otherwise provided in this Agreement, if (a) If the Company is required by law obligated to pay any amount to a Governmental Authority or to any other Person (as determined by and makes such payment or will make such a payment within 30 days of charging the Tax Matters Partner based on Capital Account of the advice of legal or tax counsel Member pursuant to the Companyfollowing sentences and either providing notification of an obligation to indemnify under (i) below or offsetting a distribution pursuant to make any payment (ii) below) on behalf of a Unitholder in its capacity as such (including or in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.)an obligation of) a Unitholder, then such Unitholder (the “Indemnifying Unitholder”"Charged Member") will shall indemnify the Company in full for the entire amount paidpaid (including, including without limitation, any interest, penalties and expenses associated with such payment). At The amount to be indemnified shall be charged against the Capital Account of the Charged Member, and, at the option of the Board, either: (ai) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Unitholder will Charged Member shall make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid will not shall be added to the Indemnifying Unitholder’s Charged Member's Capital Account or otherwise but shall not be deemed to be a Capital ContributionContribution hereunder), ; or (bii) the Company will shall reduce the Distribution giving rise to such payment and/or any current or subsequent Distributions which distributions that would otherwise be made to the Indemnifying Unitholder Charged Member until the Company has recovered the amount to be indemnified (and provided that the amount of such reduction will shall be deemed to have been distributed for all purposespurposes of this Agreement, and but such deemed distribution will shall not further reduce the Indemnifying Unitholder’s Charged Member's Capital Account). . (b) A Unitholder’s Charged Member's obligation to make contributions to the Company under this Section 7.5 will 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.512.3, the Company will shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Unitholder Charged Member under this Section 7.512.3, including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s and its Subsidiaries’ effective cost Base Rate plus six percentage points per annum (but not in excess of borrowed fundsthe highest rate per annum permitted by law).