Common use of Indemnity for Taxes Clause in Contracts

Indemnity for Taxes. (i) CCE hereby agrees to indemnify ETP and its affiliates against and hold them harmless from and against all liability for (A) all Taxes that are attributable to CCE or any member of an affiliated, consolidated, combined or unitary Tax group of which TPC (or any direct or indirect predecessor(s) of TPC) was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained therein. (ii) ETP hereby agrees to indemnify CCE and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC with respect to all Tax periods beginning after the Closing Date, (B) Post-Closing Taxes with respect to any Straddle Period, (C) ETP’s portion of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE to indemnify and hold harmless ETP, on the one hand, and the obligations of ETP to indemnify and hold harmless CCE, on the other hand, pursuant to this Section 5.6, shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolved.

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP Buyer and its affiliates Affiliates against and hold them harmless from and against all the Ownership Percentage of any liability for (A) Pre-Closing Taxes of Generation and any Material Subsidiary, and (B) all Taxes that are attributable to CCE Seller or any member (other than Generation and any Material Subsidiary) of an affiliated, consolidated, combined or unitary Tax group of which TPC (at least one of Generation or any direct or indirect predecessor(s) of TPC) Material Subsidiary was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) by reason of Generation or any Taxes of TPC incurred as a transferee or a successor relating to Material Subsidiary being included in any full or partial such Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereingroup. (ii) ETP Buyer hereby agrees to indemnify CCE Seller and its Affiliates against and hold them harmless from all the Ownership Percentage of any liability for (A) all Taxes of TPC with respect to all Tax periods beginning after the Closing Date, (B) Post-Closing Taxes with respect to of Generation or any Straddle Period, (C) ETP’s portion of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle PeriodMaterial Subsidiary. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.65.7, shall terminate upon thirty (30) days following the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) and shall not be subject to the limitations in Article VIII hereof. (iv) Any indemnification obligation under this Section 5.7(d) shall be net of any Tax Benefit realized by the indemnified party or if any Material Subsidiary in a Claim is brought Tax period beginning after the Closing Date or, with respect theretoto a Straddle Period, until the portion of such time Straddle Period beginning the day after the Closing Date. For purposes of this Agreement, “Tax Benefit” shall mean the actual Tax savings attributable to any deduction, expense, loss, credit or refund to the indemnified party or any Material Subsidiary, as such Claim is resolvedand when incurred or received, calculated on a last item used basis, and in the case of a Material Subsidiary, limited to the Ownership Percentage thereof.

Indemnity for Taxes. (a) From and after the Closing Date, Parent agrees to indemnify and hold harmless Purchaser, the Company and the Subsidiaries against the following Taxes and, against any loss, damage, liability or expense, including, but not limited to, reasonable fees for attorneys and other outside consultants, incurred in contesting or otherwise in connection with any such Taxes: (i) CCE hereby agrees Taxes imposed on the Company or a Subsidiary with respect to indemnify ETP and its affiliates against and hold them harmless from and against all liability for taxable years or periods ending on or before September 30, 1996; (Aii) all Taxes that are attributable to CCE or imposed on any member of an affiliated, any affiliated group (other than the Company or a Subsidiary) with which the Company or any Subsidiary files or has filed a Tax Return on a consolidated, combined or unitary Tax group of which TPC (basis for a taxable year or any direct or indirect predecessor(s) of TPC) was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date; (iii) Taxes with respect to transactions or activities outside the ordinary course of business occurring between September 30, except 1996 and the Closing Date, including without limitation, withholding taxes, Taxes arising under Section 311 of the Code and real estate recording and transfer taxes arising out of the redemption of shares and distribution of property pursuant to Section 1.03 hereof after taking into account any carryforwards to the extent reflected allowable and Taxes relating to any gains associated with the EAC preferred stock after taking into account any carryforwards to the extent allowable; (iv) Taxes or additional Taxes imposed on Purchaser, the TPC Six Month Interim Financial Statements, (C) CCE’s portion Company or any Subsidiary as a result of Transfer Taxes pursuant to Section 5.6(f), a breach of the representations and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty warranties set forth in Section 3.162.10 of this Agreement or of the covenants contained in this Article VIII; or (v) Taxes or other payments required to be made after the date hereof by the Company or any Subsidiary to any party (other than the Company or any Subsidiary) under any Tax sharing, indemnity or allocation agreement in existence on or prior to the Closing Date (whether or not written) other than Tax indemnities contained in equipment leases; provided, however, that Parent shall have no obligation to indemnify against, or pay or cause to be paid, any Taxes imposed on the determination Company or the Subsidiaries for the taxable periods ending on or before September 30, 1995 hereunder until such time as, and to the extent that, the amount of whether such Taxes exceeds the amount that has been reserved for by the Company and the Subsidiaries as a breach or inaccuracy long term liability on their financial statements as of Section 3.16(cJune 30, 1996 (which is approximately $2.4 million), less payments made to taxing authorities subsequent to such date with respect to tax audits and examinations for periods ending on or before September 30, 1995 (d)the "Tax Reserve") and provided further, or (e) occurred will that Parent shall be made without entitled to any refunds with respect to the Material Adverse Effect qualifications contained thereintaxable year ending on September 30, 1996. (iib) ETP hereby agrees to indemnify CCE Except as provided in Section 8.01(a)(iii) from and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC with respect to all Tax periods beginning after the Closing Date, (B) Post-Closing Taxes with respect to any Straddle PeriodPurchaser, (C) ETP’s portion of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, Company and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE to the Subsidiaries shall indemnify and hold harmless ETP, Parent from and against any Taxes imposed on the one handCompany or any Subsidiary in respect of any taxable year or period that begins after September 30, 1996, the Taxes of the Company or any Subsidiary which are not allocable to Parent pursuant to Section 8.02 below and any Taxes of the Purchaser for any tax period. Purchaser, the Company and the obligations of ETP to Subsidiaries shall also indemnify and hold harmless CCEParent, on the except as otherwise provided in Section 8.03 hereof, against any loss, damage, liability or expense, including, without limitation, reasonable fees for attorneys and other handoutside consultants, pursuant to this Section 5.6, shall terminate upon the expiration of the applicable statutes of limitations incurred in contesting or otherwise in connection with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolvedTaxes.

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP Buyer and its affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on Panhandle or the Panhandle Subsidiaries with respect to Tax periods ending on or before the Closing Date, including without limitation all Taxes incurred by reason of any Election, (ii) Pre-Closing Taxes with respect to any Straddle Period, and (iii) all Taxes that are attributable to CCE Seller or any member of an affiliated, consolidated, combined or unitary Tax group of which TPC at least one of Panhandle or the Panhandle Subsidiaries (or any direct or indirect predecessor(s) of TPCany of them) was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (Biv) any Taxes of TPC Panhandle or any Panhandle Subsidiary incurred as a 52 transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (Cv) CCE’s Seller's portion of Transfer Taxes pursuant to Section 5.6(f5.6(g), and (Dvi) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, provided that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d3.16(c)(d), or (e) occurred will be made without the Material Adverse Effect qualifications contained therein. (ii) ETP Buyer hereby agrees to indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC Panhandle or the Panhandle Subsidiaries with respect to all Tax periods beginning after the Closing Date, (B) Post-Closing Taxes with respect to any Straddle Period, and (C) ETP’s Buyer's portion of Transfer Taxes pursuant to Section 5.6(fsection 5.6(g), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.6, shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolved.

Indemnity for Taxes. (i) CCE hereby agrees Notwithstanding any other provision of this Agreement, any indemnification with respect to Taxes shall be exclusively governed by the provisions of this Section 6.1(c). (ii) Seller shall indemnify ETP and its affiliates Buyer Indemnified Parties against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Division, the Company, or the Division Entities with respect to Tax periods ending on or before the Closing Date, (ii) Pre-Closing Taxes determined pursuant to Section 6.1(b)(iv) with respect to any Straddle Period, (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or the Division Entities) of an affiliated, consolidated, combined Affiliated Group to which Seller is or unitary Tax group of which TPC (or any direct or indirect predecessor(s) of TPC) was a member at any time on or the common parent prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to Law) by reason of the extent reflected on Company or any of the TPC Six Month Interim Financial StatementsDivision Entities being included in any such Tax group, (Biv) any Taxes all Damages imposed or suffered by Buyer Indemnified Parties by reason of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with from any breach of or inaccuracy of in any representation or warranty set forth of Seller with regard to Taxes contained in Section 3.16; provided3.13 hereof, however, that and (v) all Taxes arising in connection with or resulting from the determination of whether such a breach or inaccuracy of Section 3.16(cRestructuring Transactions (other than Excess Restructuring Costs), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained therein. (iiiii) ETP hereby agrees to Buyer, the Company, and the Division Entities shall indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (Ai) all Taxes of TPC the Division, the Company, and the Division Entities with respect to all Tax periods beginning after the Closing Date, Date and (Bii) Post-Closing Taxes with respect to any Straddle PeriodTaxes, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D6.1(b)(iv) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iiiiv) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer Indemnified Parties, on the one hand, and the obligations of ETP Buyer, the Company, and the Division Entities to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.66.1(c), shall terminate upon sixty (60) days following the expiration of the applicable statutes of limitations with respect to the Tax Liabilities liabilities in question (giving effect to any waiver, mitigation or extension thereof and except for claims that have been asserted prior to that time). (v) A party seeking indemnification provided for under this Agreement (a "Tax Indemnified Party") in respect of Taxes arising out of or involving a claim or demand made by any third Person, including a Tax authority, against such party (a "Tax Third-Party Claim") must notify the party from whom such indemnification is sought (the "Tax Indemnifying Party") in writing of the Tax Third-Party Claim as promptly as possible but in no event later than ten (10) days after receipt by the Tax Indemnified Party of written notice of the Tax Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) or if received by the Tax Indemnified Party, relating to the Tax Third-Party Claim. If a Tax Third-Party Claim is brought made against the Tax Indemnified Party, the Tax Indemnifying Party shall be entitled to participate in the defense thereof and (except in the case of Straddle Period Taxes) to assume the defense thereof with counsel or other Tax advisors selected by the Tax Indemnifying Party reasonably satisfactory to the Tax Indemnified Party, if the Tax Indemnifying Party expressly agrees in writing that, as between the two, the Tax Indemnifying Party is solely responsible to satisfy and discharge the claim. If the Tax Indemnifying Party assumes such defense, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party for legal or other expenses subsequently incurred by the Tax Indemnified Party in connection with the defense thereof, provided, however, that the Tax Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Tax Indemnified Party, if and to the extent that (i) the Tax Indemnifying Party has not employed counsel reasonably satisfactory to the Tax Indemnified Party to assume the defense of such action within a reasonable time after commencement of the action; (ii) the employment of counsel and the amount reimbursable therefor by the Tax Indemnified Party has been authorized in writing by the Tax Indemnifying Party; or (iii) representation of the Tax Indemnifying Party and the Tax Indemnified Party by the same counsel would, in the reasonable opinion of such counsel, create a conflict of interest. If the Tax Indemnifying Party assumes such defense, the Tax Indemnified Party shall have the right to participate in the defense thereof and to employ counsel or other Tax advisors, at its own expense separate from the counsel or other Tax advisors employed by the Tax Indemnifying Party. Whether or not the Tax Indemnifying Party chooses to defend or prosecute any Tax Third-Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Tax Indemnifying Party shall have assumed the defense of a Tax Third-Party Claim, the Tax Indemnified Party shall not admit any liability with respect theretoto, until or settle, compromise or discharge, such time as such Tax Third-Party Claim is resolvedwithout the Tax Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnity for Taxes. (i) CCE hereby agrees Notwithstanding any other provision of this Agreement, including any provision of Article XI, any indemnification with respect to Taxes shall be exclusively governed by the provisions of this Section 6.1(e). (ii) Seller shall indemnify ETP Buyer and its affiliates Affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Division, the Company, or the Division Entities with respect to Tax periods ending on or before the Closing Date, (ii) Pre-Closing Taxes determined pursuant to Section 6.1(d)(v) with respect to any Straddle Period, (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or the Division Entities) of an affiliated, consolidated, combined or unitary Tax group of Affiliated Group in which TPC (the Company or any direct or indirect predecessor(s) of TPC) Division Entity was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law)Law) by reason of the Company or any of the Division Entities being included in any such Affiliated Group and (iv) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller with regard to Taxes contained in Section 3.13 hereof, except which representations shall survive solely for purposes of such indemnity until sixty (60) days following the expiration of the statute of limitations applicable to the extent reflected Taxes in question. For the avoidance of doubt, Seller shall indemnify Buyer and its Affiliates against and hold them harmless from all liability for all Taxes imposed with respect to the portion attributable to periods prior to the Closing Date of a partner's distributive share of the items of the Division Entities that are treated as partnerships for federal income tax purposes, such portion to be determined as if such Division Entities had closed their books (and the partners thereof had taken into account [Washington DC #361873 v9] 53 their distributive shares of the partnership items) on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected or based on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), such other methodology as may be agreed upon by Seller and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereinBuyer. (iiiii) ETP hereby agrees to Buyer, the Company, and the Division Entities shall indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (Ai) all Taxes of TPC the Division, the Company, and the Division Entities with respect to all Tax periods beginning after the Closing Date, Date and (Bii) Post-Closing Taxes with respect to any Straddle PeriodTaxes, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D6.1(d)(v) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iiiiv) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer and its Affiliates, on the one hand, and the obligations of ETP Buyer, the Company, and the Division Entities to indemnify and hold harmless CCESeller and its Affiliates, on the other hand, pursuant to this Section 5.66.1(e), shall terminate upon sixty (60) days following the expiration of the applicable statutes of limitations with respect to the Tax Liabilities liabilities in question (giving effect to any waiver, mitigation or extension thereof). (v) Buyer and Seller shall, and shall cause their Affiliates (including the Company and the Division Entities) to treat all payments made by Seller, on the one hand, and by Buyer, the Company, and Division Entities, on the other hand, in respect of their indemnification obligations under this Section 6.1(e) as adjustments to the Purchase Price for all Tax purposes, and shall not take any contrary position on any Tax Return or if before any Tax authority, unless required to do so by applicable Law. All such indemnification payments shall be made on an after-tax basis, taking into account Taxes imposed with respect to the receipt of such indemnification payments and Tax Benefits attributable to the items being indemnified. (vi) A party seeking indemnification provided for under this Agreement (a "Tax Indemnified Party") in respect of Taxes arising out of or involving a claim or demand made by any Person, including a Tax authority, against such party (a "Tax Third-Party Claim") must notify the party from whom such indemnification is sought (the "Tax Indemnifying Party") in writing of the Tax Third-Party Claim as promptly as possible but in no event later than ten (10) days after receipt by the Tax Indemnified Party of written notice of the Tax Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party shall have been prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Tax Indemnified Party, relating to the Tax Third-Party Claim. If a Tax Third-Party Claim is brought made against the Tax Indemnified Party, the Tax Indemnifying Party shall be entitled to participate in the defense thereof and to assume the defense thereof with counsel or other Tax advisors selected by the Tax Indemnifying Party. If the Tax Indemnifying Party assumes such defense, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party for legal or other expenses subsequently incurred by the Tax Indemnified [Washington DC #361873 v9] 54 Party in connection with the defense thereof. If the Tax Indemnifying Party assumes such defense, the Tax Indemnified Party shall have the right to participate in the defense thereof and to employ counsel or other Tax advisors, at its own expense separate from the counsel or other Tax advisors employed by the Tax Indemnifying Party. Whether or not the Tax Indemnifying Party chooses to defend or prosecute any Tax Third-Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Tax Indemnifying Party shall have assumed the defense of a Tax Third-Party Claim, neither the Tax Indemnifying Party nor the Tax Indemnified Party shall admit any liability with respect theretoto, until or settle, compromise or discharge, such time as such Tax Third-Party Claim is resolvedwithout the other's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP Buyer and its affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on Panhandle or the Panhandle Subsidiaries with respect to Tax periods ending on or before the Closing Date, including without limitation all Taxes incurred by reason of any Election, (ii) Pre-Closing Taxes with respect to any Straddle Period, and (iii) all Taxes that are attributable to CCE Seller or any member of an affiliated, consolidated, combined or unitary Tax group of which TPC at least one of Panhandle or the Panhandle Subsidiaries (or any direct or indirect predecessor(s) of TPCany of them) was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (Biv) 57 any Taxes of TPC Panhandle or any Panhandle Subsidiary incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (Cv) CCE’s Seller's portion of Transfer Taxes pursuant to Section 5.6(f5.7(g), and (Dvi) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, provided that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), Section 3.16(d) or (eSection 3.16(e) occurred will be made without the Material Adverse Effect qualifications contained therein. (ii) ETP Buyer hereby agrees to indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC Panhandle or the Panhandle Subsidiaries with respect to all Tax periods beginning after the Closing Date, (B) Post-Closing Taxes with respect to any Straddle Period, and (C) ETP’s Buyer's portion of Transfer Taxes pursuant to Section 5.6(f5.7 (g), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.6, 5.7 shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolved.

Indemnity for Taxes. (i) CCE hereby agrees 8.2.1 Except to the extent that any such Taxes have been paid, and subject to Section 7.1, Harvard shall be responsible for and shall indemnify ETP and its affiliates against and hold them harmless Buyer and MATEP from and against all liability for (Aa) all Taxes that are of MATEP attributable to CCE any Pre-Closing Period and (b) any Taxes of any corporation (other than MATEP) that is or any was a member of an affiliated, consolidated, combined or unitary Tax any other affiliated group of corporations of which TPC (or any direct or indirect predecessor(s) of TPC) MATEP was a member at any time on during any Pre- Closing Period; in each case, in excess of the amount of any reserves or prior to liabilities for Taxes set forth in the financial statements of MATEP as of the Closing Date (such reserves or liabilities reduced, but not below zero by the amount of Tax for which Harvard is responsible on the Tax Returns covered by Sections 8.1.1 and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law8.1.2), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that Harvard shall not be responsible for and shall not indemnify either Buyer or MATEP against any Taxes arising out of transactions (including the determination making of whether such a breach or inaccuracy of Section 3.16(c), (d), or (eelections) occurred will be made without the Material Adverse Effect qualifications contained therein. (ii) ETP hereby agrees to indemnify CCE and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC with respect to all Tax periods beginning undertaken by MATEP occurring after the Closing Date, (B) Post-Closing Taxes with respect to any Straddle Period, (C) ETP’s portion Effective Time other than at the direction of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) Harvard. The obligation of CCE Harvard to indemnify and hold harmless ETPBuyer and MATEP for Taxes pursuant to this Article 8 shall terminate upon the expiration of the relevant statute of limitations. Notwithstanding anything to the contrary in this Agreement, Buyer's sole remedy for losses in respect of Taxes shall be the provisions of this Article 8. Notwithstanding anything in this Agreement to the contrary, Buyer shall not be entitled to be indemnified pursuant to this Article 8 until the amount of Buyer Indemnified Losses (as specially defined for purposes of Section 7.1) exceeds the Three Million Dollar Basket, and then only to the extent that such loss exceeds the Three Million Dollar Basket. 8.2.2 Buyer and Harvard shall treat any payments made pursuant to this Section 8.2 as adjustments to the Purchase Price. To the extent that any payments made pursuant to this Section 8.2 are not permitted by law to be treated as purchase price adjustments, the amount of such payment shall be increased by the amount, if any, of any additional Tax liability incurred by the recipient as a result of the receipt of such payment less the amount any Tax benefit realized by the recipient as a result of the payment of such Tax to which such indemnity payment relates. 8.2.3 There is no tax allocation agreement or arrangement between Harvard or any Harvard affiliates, on the one hand, and the obligations of ETP to indemnify and hold harmless CCEMATEP, on the other hand. 8.2.4 The treatment and reporting of the Note by Harvard or MATEP for all periods during which the Note is outstanding for financial reporting and accounting, pursuant to this Section 5.6and Tax purposes, and the treatment and reporting of the depreciation and basis of the Medical Area Total Energy plant by Harvard or MATEP for financial reporting and accounting, and Tax purposes, shall terminate upon the expiration not give rise to a breach of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiverrepresentation, mitigation warranty, or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolvedcovenant under this Agreement.

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP Buyer and its affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Continuing Business, the Company, or its Subsidiaries with respect to Tax periods ending on or before the Closing Date, (ii) Pre-Closing Taxes determined pursuant to Section 6.1(b)(iv) with respect to any Straddle Period, and (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or its Subsidiaries) of an affiliated, consolidated, combined Affiliated Group to which Seller is or unitary Tax group of which TPC (or any direct or indirect predecessor(s) of TPC) was a member at any time on or the common parent prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to ) by reason of the extent reflected on the TPC Six Month Interim Financial Statements, (B) Company or any Taxes of TPC incurred as a transferee or a successor relating to its Subsidiaries being included in any full or partial such Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereingroup. (ii) ETP Buyer, the Company, and its Subsidiaries hereby agrees agree to indemnify CCE Seller and its Affiliates affiliates against and hold them harmless from all liability for (Ai) all Taxes of TPC the Continuing Business, the Company, and its Subsidiaries with respect to all Tax periods beginning after the Closing Date, Date and (Bii) Post-Closing Taxes with respect to any Straddle Period, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D6.1(b)(iv) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer, the Company, and its Subsidiaries to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.66.1(c), shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities liabilities in question (giving effect to any waiver, mitigation or extension thereof). (iv) A party seeking indemnification provided for under this Agreement (a "Tax Indemnified Party") in respect of Taxes arising out of or if involving a claim or demand made by any person, including a Tax authority, against such party (a "Tax Third Party Claim") must notify the party from whom such indemnification is sought (the "Tax Indemnifying Party") in writing of the Tax Third Party Claim as promptly as possible but in no event later than ten (10) days after receipt by the Tax Indemnified Party of written notice of the Tax Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party shall have been prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Tax Indemnified Party, relating to the Tax Third Party Claim. If a Tax Third Party Claim is brought made against the Tax Indemnified Party, the Tax Indemnifying Party shall be entitled to participate in the defense thereof and to assume the defense thereof with counsel or other Tax advisors selected by the Tax Indemnifying Party. If the Tax Indemnifying Party assumes such defense, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party for legal or other expenses subsequently incurred by the Tax Indemnified Party in connection with the defense thereof. If the Tax Indemnifying Party assumes such defense, the Tax Indemnified Party shall have the right to participate in the defense thereof and to employ counsel or other Tax advisors, at its own expense separate from the counsel or other Tax advisors employed by the Tax Indemnifying Party. Whether or not the Tax Indemnifying Party chooses to defend or prosecute any Tax Third Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Tax Indemnifying Party shall have assumed the defense of a Tax Third Party Claim, the Tax Indemnified Party shall not admit any liability with respect theretoto, until or settle, compromise or discharge, such time as such Tax Third Party Claim is resolvedwithout the Tax Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

Indemnity for Taxes. (i) CCE hereby Seller agrees to indemnify ETP indemnify, defend and hold harmless Purchaser (and its affiliates against directors, officers, employees, Affiliates, successor and hold them harmless permitted assigns) from and against and in respect of all liability for Losses arising out of (A) all Taxes that are attributable to CCE or any member of an affiliated, consolidated, combined or unitary Tax group of which TPC (or any direct or indirect predecessor(s) of TPC) was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee the Companies or a successor relating the Subsidiaries with respect to any full or partial Tax period periods ending on or before the Closing Date, except (B) Pre-Closing Taxes with respect to the extent reflected on the TPC Six Month Interim Financial Statementsany Straddle Period, (C) CCE’s portion Taxes for any Straddle Period that are attributable to the assets and operations of Transfer Taxes pursuant to Section 5.6(f)Seller or any of its Affiliates (other than the Companies and the Subsidiaries) that are imposed on the Companies or the Subsidiaries because of joint and several liability under relevant Tax Law (including Treas. Reg. § 1.1502-6 or any analogous provision of state, local or foreign Law) and (D) any Damages Losses arising out of or otherwise in respect of any inaccuracy in or breach of the representations and warranties in Section 3.22. This indemnity includes any and all Taxes, including Transfer Taxes, arising from or created because of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereinReorganization. (ii) ETP hereby Purchaser agrees to indemnify CCE indemnify, defend and hold harmless Seller (and its Affiliates directors, officers, employees, Affiliates, successor and permitted assigns) from and against and hold them harmless from in respect of all liability for Losses arising out of (A) all Taxes of TPC the Companies and the Subsidiaries with respect to all Tax periods beginning after the Closing Date, and (B) Post-Closing Taxes with respect to any Straddle Period, (C) ETP’s portion Taxes for any Straddle Period that are attributable to the assets and operations of Purchaser and its Affiliates (other than the Companies and the Subsidiaries) that are imposed on the Seller or its Affiliates because of joint and several liability under relevant Tax Law (including Treas. Reg. § 1.1502-6 or any analogous provision of state, local or foreign Law) and (D) Transfer Taxes for which Purchaser is responsible pursuant to Section 5.6(f5.4(i), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iii) The obligation of CCE to indemnify and hold harmless ETP, on the one hand, and the obligations of ETP to indemnify and hold harmless CCE, on the other hand, pursuant to this Section 5.6, shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolved.

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP the Buyer and its affiliates Affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Entities with respect to Tax periods ending on or before the Cut-off Date, (ii) Pre-Cut-off Taxes with respect to any Straddle Period, and (iii) all Taxes that are attributable to CCE Seller or any member (other than the Entities) of an affiliated, consolidated, combined or unitary Tax group of which TPC (or any direct or indirect predecessor(s) at least one of TPC) the Entities was a member at any time on or prior to the Closing Date and not after the Closing Cut-off Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to ) by reason of the extent reflected on the TPC Six Month Interim Financial Statements, (B) Entities being included in any Taxes of TPC incurred as a transferee or a successor relating to any full or partial such Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereingroup. (ii) ETP Buyer hereby agrees to indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC the Entities with respect to all Tax periods beginning after the Closing Cut-off Date, (B) Post-Closing Cut-off Taxes with respect to any Straddle Period, and (C) ETP’s portion of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle PeriodTaxes. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.65.4, shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof). (iv) or if a Claim Any indemnification obligation under this Section 5.4(b) which relates to one of the Entities that is brought with respect thereto, until not wholly owned by Seller shall be reduced pro rata to reflect the elimination of the amount of Tax liability equivalent to the third-party's ownership percentage in such time as such Claim is resolvedEntity.

Indemnity for Taxes. (i) CCE hereby agrees Notwithstanding any other provision of this Agreement, including any provision of Article XI, any indemnification with respect to Taxes shall be exclusively governed by the provisions of this Section 6.1(e). (ii) Seller shall indemnify ETP Buyer and its affiliates Affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Division, the Company, or the Division Entities with respect to Tax periods ending on or before the Closing Date, (ii) Pre-Closing Taxes determined pursuant to Section 6.1(d)(iv) with respect to any Straddle Period, (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or the Division Entities) of an affiliated, consolidated, combined or unitary Tax group of Affiliated Group in which TPC (the Company or any direct or indirect predecessor(s) of TPC) Division Entity was a member at any time on or prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law)Law) by reason of the Company or any of the Division Entities being included in any such Affiliated Group and (iv) all Taxes with respect to any breach of or inaccuracy in any representation or warranty of Seller with regard to Taxes contained in Section 3.13 hereof, except which representations shall survive solely for purposes of such indemnity until sixty (60) days following the expiration of the statute of limitations applicable to the extent reflected Taxes in question. For the avoidance of doubt, Seller shall indemnify Buyer and its Affiliates against and hold them harmless from all liability for all Taxes imposed with respect to the portion attributable to periods prior to the Closing Date of a partner's distributive share of the items of the Division Entities that are treated as partnerships for federal income tax purposes, such portion to be determined as if such Division Entities had closed their books (and the partners thereof had taken into account their distributive shares of the partnership items) on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected or based on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), such other methodology as may be agreed upon by Seller and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereinBuyer. (iiiii) ETP hereby agrees to Buyer, the Company, and the Division Entities shall indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (Ai) all Taxes of TPC the Division, the Company, and the Division Entities with respect to all Tax periods beginning after the Closing Date, Date and (Bii) Post-Closing Taxes with respect to any Straddle PeriodTaxes, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D6.1(d)(iv) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iiiiv) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer and its Affiliates, on the one hand, and the obligations of ETP Buyer, the Company, and the Division Entities to indemnify and hold harmless CCESeller and its Affiliates, on the other hand, pursuant to this Section 5.66.1(e), shall terminate upon sixty (60) days following the expiration of the applicable statutes of limitations with respect to the Tax Liabilities liabilities in question (giving effect to any waiver, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolved).

Indemnity for Taxes. (ia) CCE The Seller hereby agrees to indemnify ETP the Buyer and its affiliates and subsidiaries against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Thor Business, the Company and the Company Subsidiary with respect to taxable periods (or portions thereof including the pre-closing portion of any Straddle Period) ending on or before the Effective Date (whether imposed by Law or Tax sharing agreement, Tax indemnity obligation or similar agreement in respect of Taxes that was entered into prior to the Effective Date), (ii) Pre-Closing Taxes determined pursuant to Section 9.1(d) with respect to any Straddle Period and (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or the Company Subsidiary) of an affiliated, consolidated, combined or unitary Tax group of which TPC (at least one of the Company or any direct the Company Subsidiary is or indirect predecessor(s) of TPC) was a member at any time on or prior to the Closing Date and not after the Closing Effective Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law) by reason of the Company or the Company Subsidiary being included in any such Tax group. Pursuant to this Section 9.2(a), except to the extent reflected on the TPC Six Month Interim Financial Statements, (B) any Taxes of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f)Seller shall be liable for, and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained therein. (ii) ETP hereby agrees to indemnify CCE the Buyer and its Affiliates affiliates and subsidiaries and hold them harmless from all liability for, any Taxes due as a result of any of the transactions pursuant to Section 5.12. (b) The Buyer, the Company and the Company Subsidiary hereby agree to indemnify the Seller and its affiliates and subsidiaries against and hold them harmless from all liability for (Ai) all Taxes of TPC the Thor Business, the Company and the Company Subsidiary with respect to all Tax taxable periods (or portions thereof including the post-closing portion of any Straddle Period) beginning after the Closing DateEffective Date (whether imposed by Law or Tax sharing agreement, Tax indemnity obligation or similar agreement in respect of Taxes) and (Bii) Post-Closing Taxes with respect to any Straddle Period, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D9.1(d) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iiic) The Buyer and the Seller agree to treat (and cause their affiliates to treat) any indemnification payment under this Agreement as an adjustment to the Purchase Price. Any indemnification obligation under this Agreement with respect to Taxes shall be net of CCE to indemnify and hold harmless ETP, on any Tax Benefit realized by the one handindemnified party or its affiliates, and increased by the obligations relevant After-Tax Amount. For purposes of ETP this Agreement, "Tax Benefit" shall mean the Tax savings attributable to indemnify and hold harmless CCEany deduction, on expense, loss, credit or refund to the other handindemnified party or its affiliates, when incurred or received; PROVIDED, HOWEVER, that if such benefit is reasonably expected to arise or be utilized after the year in which indemnification occurs pursuant to this Section 5.6Agreement, shall terminate upon then it means the expiration present value of such Tax savings (calculated using the one year LIBOR (as published in THE WALL STREET JOURNAL) and a Tax rate equal to the sum of the highest marginal U.S. federal corporate income Tax rate or rates applicable statutes of limitations with respect to ordinary income or capital gain, as the Tax Liabilities case may be, in question (giving effect to any waiverfor the taxable period in issue, mitigation or extension thereof) or if a Claim is brought with respect thereto, until such time as such Claim is resolvedplus five percent.)

Indemnity for Taxes. (i) CCE Seller hereby agrees to indemnify ETP the Buyer and its affiliates Affiliates against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Entities with respect to Tax periods ending on or before the Cut-off Date, (ii) Pre-Cut-off Taxes with respect to any Straddle Period, and (iii) all Taxes that are attributable to CCE Seller or any member (other than the Entities) of an affiliated, consolidated, combined or unitary Tax group of which TPC (or any direct or indirect predecessor(s) at least one of TPC) the Entities was a member at any time on or prior to the Closing Date and not after the Closing Cut-off Date that is imposed under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to ) by reason of the extent reflected on the TPC Six Month Interim Financial Statements, (B) Entities being included in any Taxes of TPC incurred as a transferee or a successor relating to any full or partial such Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with any breach or inaccuracy of any representation or warranty set forth in Section 3.16; provided, however, that the determination of whether such a breach or inaccuracy of Section 3.16(c), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained thereingroup. (ii) ETP Buyer hereby agrees to indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (A) all Taxes of TPC the Entities with respect to all Tax periods beginning after the Closing Cut-off Date, (B) Post-Closing Cut-off Taxes with respect to any Straddle Period, and (C) ETP’s portion of Transfer Taxes pursuant to Section 5.6(f), (D) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle PeriodTaxes. (iii) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer, on the one hand, and the obligations of ETP Buyer to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.65.4, shall terminate upon the expiration of the applicable statutes of limitations with respect to the Tax Liabilities in question (giving effect to any waiver, mitigation or extension thereof). (iv) or if a Claim Any indemnification obligation under this Section 5.4(b) which relates to one of the Entities that is brought with respect thereto, until not wholly owned by Seller shall be reduced pro rata to reflect the elimination of the amount of Tax liability equivalent to the third-party’s ownership percentage in such time as such Claim is resolvedEntity.

Indemnity for Taxes. (i) CCE hereby agrees Notwithstanding any other provision of this Agreement, any indemnification with respect to Taxes shall be exclusively governed by the provisions of this Section 6.1(c). (ii) Seller shall indemnify ETP and its affiliates Buyer Indemnified Parties against and hold them harmless from and against all liability for (Ai) all Taxes imposed on the Division, the Company, or the Division Entities with respect to Tax periods ending on or before the Closing Date, (ii) Pre-Closing Taxes determined pursuant to Section 6.1(b)(iv) with respect to any Straddle Period, (iii) all Taxes that are attributable to CCE Seller or any member (other than the Company or the Division Entities) of an affiliated, consolidated, combined Affiliated Group to which Seller is or unitary Tax group of which TPC (or any direct or indirect predecessor(s) of TPC) was a member at any time on or the common parent prior to the Closing Date and not after the Closing Date that is imposed under Treasury Regulation Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law), except to Law) by reason of the extent reflected on Company or any of the TPC Six Month Interim Financial StatementsDivision Entities being included in any such Tax group, (Biv) any Taxes all Damages imposed or suffered by Buyer Indemnified Parties by reason of TPC incurred as a transferee or a successor relating to any full or partial Tax period ending on or before the Closing Date, except to the extent reflected on the TPC Six Month Interim Financial Statements, (C) CCE’s portion of Transfer Taxes pursuant to Section 5.6(f), and (D) any Damages arising out of, resulting from, or incurred in connection with from any breach of or inaccuracy of in any representation or warranty set forth of Seller with regard to Taxes contained in Section 3.16; provided3.13 hereof, however, that and (v) all Taxes arising in connection with or resulting from the determination of whether such a breach or inaccuracy of Section 3.16(cRestructuring Transactions (other than Excess Restructuring Costs), (d), or (e) occurred will be made without the Material Adverse Effect qualifications contained therein. (iiiii) ETP hereby agrees to Buyer, the Company, and the Division Entities shall indemnify CCE Seller and its Affiliates against and hold them harmless from all liability for (Ai) all Taxes of TPC the Division, the Company, and the Division Entities with respect to all Tax periods beginning after the Closing Date, Date and (Bii) Post-Closing Taxes with respect to any Straddle PeriodTaxes, (C) ETP’s portion of Transfer Taxes as determined pursuant to Section 5.6(f), (D6.1(b)(iv) all Taxes imposed on TPC with respect to Tax periods ending on or before the Closing Date, and (E) Pre-Closing Taxes with respect to any Straddle Period. (iiiiv) The obligation of CCE Seller to indemnify and hold harmless ETPBuyer Indemnified Parties, on the one hand, and the obligations of ETP Buyer, the Company, and the Division Entities to indemnify and hold harmless CCESeller, on the other hand, pursuant to this Section 5.66.1(c), shall terminate upon sixty (60) days following the expiration of the applicable statutes of limitations with respect to the Tax Liabilities liabilities in question (giving effect to any waiver, mitigation or extension thereof and except for claims that have been asserted prior to that time). (v) A party seeking indemnification provided for under this Agreement (a “Tax Indemnified Party”) in respect of Taxes arising out of or involving a claim or demand made by any third Person, including a Tax authority, against such party (a “Tax Third-Party Claim”) must notify the party from whom such indemnification is sought (the “Tax Indemnifying Party”) in writing of the Tax Third-Party Claim as promptly as possible but in no event later than ten (10) days after receipt by the Tax Indemnified Party of written notice of the Tax Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Tax Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give such notice). Thereafter, the Tax Indemnified Party shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) or if received by the Tax Indemnified Party, relating to the Tax Third-Party Claim. If a Tax Third-Party Claim is brought made against the Tax Indemnified Party, the Tax Indemnifying Party shall be entitled to participate in the defense thereof and (except in the case of Straddle Period Taxes) to assume the defense thereof with counsel or other Tax advisors selected by the Tax Indemnifying Party reasonably satisfactory to the Tax Indemnified Party, if the Tax Indemnifying Party expressly agrees in writing that, as between the two, the Tax Indemnifying Party is solely responsible to satisfy and discharge the claim. If the Tax Indemnifying Party assumes such defense, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party for legal or other expenses subsequently incurred by the Tax Indemnified Party in connection with the defense thereof, provided, however, that the Tax Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Tax Indemnified Party, if and to the extent that (i) the Tax Indemnifying Party has not employed counsel reasonably satisfactory to the Tax Indemnified Party to assume the defense of such action within a reasonable time after commencement of the action; (ii) the employment of counsel and the amount reimbursable therefor by the Tax Indemnified Party has been authorized in writing by the Tax Indemnifying Party; or (iii) representation of the Tax Indemnifying Party and the Tax Indemnified Party by the same counsel would, in the reasonable opinion of such counsel, create a conflict of interest. If the Tax Indemnifying Party assumes such defense, the Tax Indemnified Party shall have the right to participate in the defense thereof and to employ counsel or other Tax advisors, at its own expense separate from the counsel or other Tax advisors employed by the Tax Indemnifying Party. Whether or not the Tax Indemnifying Party chooses to defend or prosecute any Tax Third-Party Claim, all of the parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Tax Indemnifying Party shall have assumed the defense of a Tax Third-Party Claim, the Tax Indemnified Party shall not admit any liability with respect theretoto, until or settle, compromise or discharge, such time as such Tax Third-Party Claim is resolvedwithout the Tax Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.