Common use of Liability for Income Taxes Clause in Contracts

Liability for Income Taxes. (a) SPLC shall be liable for, and shall indemnify, defend and hold harmless SHLX and Operating from any unpaid income taxes (including related penalties and interest) imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) SHLX and Operating shall be liable for any income taxes (including related penalties and interest) imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for purposes of this Article VI to determine the amount of any Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date, the determination shall be made in accordance with the Zydeco LLC Agreement based on the proration method in accordance with the Proposed Treasury Regulation Section 1.706-4. (d) If SHLX receives a refund of any income taxes (including related penalties and interest) that SPLC is responsible for hereunder, or if SPLC receives a refund of any income taxes (including related penalties and interest) that SHLX is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, the parties agree to report any payments with respect to Section 2.4, Section 6.1, Section 8.1 and Section 8.2 as a Purchase Price adjustment.

Liability for Income Taxes. (a) SPLC Oasis, OMS Holdings and OMS, jointly and severally, shall be liable for, and shall indemnify, defend and hold harmless SHLX the General Partner, OMP and OMP Operating from from, any unpaid income taxes (including related penalties and interest) Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, Assets attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) SHLX The General Partner, OMP and Operating OMP Operating, jointly and severally, shall be liable for any income taxes (including related penalties and interest) Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests Assets attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for purposes of this Article VI IX to determine the amount of any Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests Assets for a taxable period beginning before and ending after the Closing Date which that is allocable to the period ending on or prior to the Closing Date, the determination shall be made in accordance with the Zydeco applicable DevCo LLC Agreement based on the proration method in accordance with the Proposed Treasury Regulation Section 1.706-4Agreement. (d) If SHLX the General Partner, OMP or OMP Operating receives a refund of any income taxes (including related penalties and interest) Taxes that SPLC Oasis, OMS Holdings or OMS is responsible for hereunder, or if SPLC OMS Holdings or OMS receives a refund of any income taxes (including related penalties and interest) Taxes that SHLX the General Partner, OMP or OMP Operating is responsible for hereunder, the party receiving such refund shall, within ninety (90) 90 days after receipt of such refund, remit it to the party which that has responsibility for such Taxes hereunderhereunder less any expenses incurred by such recipient party in obtaining such refund. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. (e) For U.S. federal income tax Tax purposes, the parties agree to report any payments with respect to Section 2.49.1, Section 6.1, Section 8.1 11.1 and Section 8.2 11.2 as a Purchase Price adjustmentan adjustment to the Consideration.

Liability for Income Taxes. (a) SPLC SOPUS shall be liable for, and shall indemnify, defend and hold harmless SHLX and Operating from any unpaid income taxes (including related penalties and interest) imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) SHLX and Operating shall be liable for any income taxes (including related penalties and interest) imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for purposes of this Article VI V to determine the amount of any Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests for a taxable period beginning before and ending after the Closing Date which is allocable to the period ending on or prior to the Closing Date, the determination shall be made in accordance with the Zydeco Poseidon LLC Agreement based on the proration method in accordance with the Proposed Treasury Regulation Section 1.706-4Agreement. (d) If SHLX receives a refund of any income taxes (including related penalties and interest) that SPLC SOPUS is responsible for hereunder, or if SPLC SOPUS receives a refund of any income taxes (including related penalties and interest) that SHLX is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party which has responsibility for such Taxes hereunder. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. (e) For federal income tax purposes, the parties agree to report any payments with respect to Section 2.45.1, Section 6.1, Section 8.1 6.1 and Section 8.2 6.2 as a Purchase Price adjustmentan adjustment to the Consideration.

Liability for Income Taxes. (a) SPLC Oasis, OMS Holdings and OMS, jointly and severally, shall be liable for, and shall indemnify, defend and hold harmless SHLX the General Partner, OMP and OMP Operating from from, any unpaid income taxes (including related penalties and interest) Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests, Assets attributable to any taxable period ending on or prior to the Closing Date or portion thereof to the extent occurring on or prior to the Closing Date. (b) SHLX The General Partner, OMP and Operating OMP Operating, jointly and severally, shall be liable for any income taxes (including related penalties and interest) Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests Assets attributable to any taxable period beginning after the Closing Date or portion thereof to the extent occurring after the Closing Date. (c) Whenever it is necessary for purposes of this Article VI to determine the amount of any Taxes imposed on or incurred by or with respect to the Subject Interests or the assets related to the Subject Interests Assets for a taxable period beginning before and ending after the Closing Date which that is allocable to the period ending on or prior to the Closing Date, the determination shall be made in accordance with the Zydeco applicable DevCo LLC Agreement based on the proration method in accordance with the Proposed Treasury Regulation Section 1.706-4Agreement. (d) If SHLX the General Partner, OMP or OMP Operating receives a refund of any income taxes (including related penalties and interest) Taxes that SPLC Oasis, OMS Holdings or OMS is responsible for hereunder, or if SPLC OMS Holdings or OMS receives a refund of any income taxes (including related penalties and interest) Taxes that SHLX the General Partner, OMP or OMP Operating is responsible for hereunder, the party receiving such refund shall, within ninety (90) 90 days after receipt of such refund, remit it to the party which that has responsibility for such Taxes hereunderhereunder less any expenses incurred by such recipient party in obtaining such refund. The parties shall cooperate in order to take all necessary and reasonable steps to claim any such refund. (e) For U.S. federal income tax purposes, the parties agree to report any payments with respect to Section 2.4, Section 6.1, Section 8.1 and Section 8.2 as a Purchase Price adjustmentan adjustment to the Consideration.