Common use of Indemnification for Taxes Clause in Contracts

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (D) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries or the Partnership under subsection 16.2(f) and (ii) all Other Taxes imposed on the Subsidiaries and the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Reserves LLC or Reserves LLC's interest in Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (DC) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries either Reserves LLC or Reserves LLC's interest in the Partnership under subsection 16.2(f16.2(e) and (ii) all Other Taxes imposed on the Subsidiaries and Reserves LLC or Reserves LLC's interest in the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date Time (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Southeast or Southeast's interest in Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) ss. 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (DC) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries either Southeast or Southeast's interest in the Partnership under subsection 16.2(f16.2(e) and (ii) all Other Taxes imposed on the Subsidiaries and Southeast or Southeast's interest in the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date Time (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(gss.sx. 008(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) ss. 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (D) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries or the Partnership under subsection 16.2(f) and (ii) all Other Taxes imposed on the Subsidiaries and the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Reserves LLC or Reserves LLC's interest in Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) ss. 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (DC) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries either Reserves LLC or Reserves LLC's interest in the Partnership under subsection 16.2(f16.2(e) and (ii) all Other Taxes imposed on the Subsidiaries and Reserves LLC or Reserves LLC's interest in the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date Time (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Grande or Grande's interest in Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (DC) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries either Grande or Grande's interest in the Partnership under subsection 16.2(f16.2(e) and (ii) all Other Taxes imposed on the Subsidiaries and Grande or Grande's interest in the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date Time (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.

Indemnification for Taxes. (a) Seller shall be responsible for, and shall indemnify Buyer against, all (i) Income Taxes imposed on the Subsidiaries and the Southeast or Southeast's interest in Partnership, and all Liabilities, losses, costs, fines, penalties, damages (actual, punitive or other), reasonable attorneys' fees, and expenses arising therefrom, relating to (A) taxable periods or portions thereof ending on or before the Closing Date, (B) Income Taxes resulting from the (S)(S) 338(g) and 338(h)(10) elections (or any comparable elections under foreign, state or local tax law) contemplated by Section 16.2, (C) Income Taxes resulting from the application of Treas. Reg. (S) 1.1502-6 or any comparable state, local or foreign tax law attributable to Tesoro Parent, or any corporation or entity which is or has been affiliated with or been part of a combined, unitary or affiliated group with Tesoro Parent, and (DC) the portion of the Income Taxes for any Straddle Period (as defined in subsection 16.1(e)) allocable to Sellers with respect to any of the Subsidiaries either Southeast or Southeast's interest in the Partnership under subsection 16.2(f16.2(e) and (ii) all Other Taxes imposed on the Subsidiaries and Southeast or Southeast's interest in the Partnership relating to the taxable periods or portions thereof ending on or before the Effective Date Time (allocated as described in Section 13.3); provided, Sellers shall not be responsible for, and shall not be required to indemnify Buyer against, any Taxes to the extent that such Taxes do not exceed the accrued liability for Taxes on the Balance Sheets which are taken into account in determining the Working Capital.