Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.

Liability for Taxes. (a) Except Oncor shall be responsible for, and shall indemnify and hold SDTS harmless from and against, (i) Taxes relating to Oncor AssetCo, the Subject Oncor Operations or the Oncor T Assets which are attributable to any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date, (ii) Taxes resulting from the Oncor Pre-Closing Contribution, (iii) Taxes relating to SDTS AssetCo, the Subject SDTS Operations or the SDTS Assets which are attributable to any Post-Closing Tax Period and the portion of any Straddle Period beginning on the day immediately after the Closing Date, (iv) those Transfer Taxes borne by Oncor pursuant to Section 11.03(b) and (c) and (v) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and resulting from a breach by the Oncor Entities of any Oncor Tax Representation or any of their covenants contained in this Article XI. Notwithstanding anything in this Section 11.01 or otherwise in this Agreement to the contrary, Oncor shall have no liability to SDTS for (x) Taxes to the extent such Taxes are accrued were included as a liability for purposes of in calculating the Closing Oncor Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless fromPackage, (iy) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from actions taken by or at the Section 338(h)(10) Elections), (ii) any Income Taxes imposed direction of SDTS on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or and (z) are attributable to Taxes resulting from a breach by SDTS of the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities covenants in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.211.02(e).

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) subject to Section 12.2The Member shall hold harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Taxes caused Damages that are directly or indirectly suffered or incurred at any time by or resulting from the sale any of the Stock Parent Indemnitees or to which any of the Parent Indemnitees may otherwise directly or indirectly become subject at any time (including all Taxes arising regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from the Section 338(h)(10or as a result of or are directly or indirectly connected with (A) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items Company, or for which any Group Company is otherwise liable, as a result of the Acquired Entities) for having been a member of a Company Group during any taxable year or period (the “Pre-Closing Period”) ending that ends on or before the Closing Date (or the portionand, determined as described in paragraph (b) of this Section 8.2with respect to any Straddle Period, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on a Group Company, or for which a Group Company is otherwise liable, for any taxable year or period occurring that ends on or before the Closing Date (the “and, with respect to any Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (C) except Taxes imposed on a Parent Group Member as a result of such Parent Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) amounts are attributable to Subpart F income (within the unreasonable default meaning of Section 952(a) of the Code) of such Group Company arising in (or delay that, but for the limitation under 952(c) of the Code, would have arisen in) a Buying Party taxable year of the Group Company ending on or an Acquired Entity after Closingprior to the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date and (ivD) Taxes imposed on any attorneys’ fees or other costs incurred cancellation of indebtedness income arising as a result of the transactions contemplated by Buyer or this Agreement; provided, however, that the Acquired Entities Member shall not be liable for any Tax liability to the extent such Tax liability is taken into account in connection with obtaining any payment from Seller due under this paragraph (a) of computing the Net Working Capital Amount, as finally determined pursuant to Section 8.21.08.

Liability for Taxes. (a) Except SU shall be responsible for, and, from and after the Closing shall indemnify and hold the SDTS Indemnitees harmless from and against, all Losses suffered or incurred by any SDTS Indemnitee to the extent arising or resulting from any of the following: (i) Taxes of or relating to GS LLC, the Subject NTX Operations or the NTX Assets which are attributable to any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date; (ii) Taxes relating to the Subject STX Operations or the STX Assets which are attributable to any Post-Closing Tax Period and the portion of any Straddle Period beginning on the day immediately after the Closing Date; (iii) those Transfer Taxes borne by SU pursuant to Section 9.03; or (iv) (without duplication) any Taxes attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date and resulting from a breach by SU of any SU Tax Representation or any of their covenants contained in this Article IX. Notwithstanding anything in this Section 9.01 or otherwise in this Agreement to the contrary, SU shall have no liability to SDTS for (w) Taxes to the extent such Taxes are accrued were included as a liability for purposes of in calculating the Closing NTX Working Capital ValuePackage, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless fromas finally determined pursuant to Section 1.09, (ix) subject any Taxes to extent such Taxes were taken into account in determining the payments made from one party to the other in respect of Taxes pursuant to Section 12.29.01(d), any Taxes caused by or resulting from the sale of the Stock (including all y) Taxes arising from actions taken by or at the Section 338(h)(10) Elections), (ii) any Income Taxes imposed direction of SDTS on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or and (z) are attributable to Taxes resulting from a breach by SDTS of the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities covenants in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.29.02(d).

Liability for Taxes. (a) Except to the extent such Taxes are accrued taken into account as a liability for purposes in the determination of calculating the Closing Date Net Working Capital ValueAmount, Seller shall be liable for, shall cause the payment of and shall indemnify and hold BuyerParent, the Buying Parties Purchaser and the Acquired Entities Subsidiary harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Subsidiary Common Stock (including including, without limitation, all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities Subsidiary arising out of the inclusion of the Acquired Entities Subsidiary in the Seller Group, any predecessor group or any combined, consolidated, unitary or similar group (a “"Group”") prior to the Closing Date, or with respect to the Taxes of any other person as successor or transferee, by contract or otherwise, (iii) any Income Taxes imposed on or incurred by the Acquired Entities Subsidiary (or any Group with respect to the taxable items of the Acquired EntitiesSubsidiary) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (bc) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle "Pre-Closing Period”")) except to the extent that such Income for Taxes (x) arise arising from or are increased by transactions by the Acquired Entities Subsidiary outside the ordinary course of business on the Closing Date after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any sales, use, value added, transfer, real property transfer or gain, gross receipts, excise, stamp, documentary or similar Taxes arising from the transactions contemplated in this Agreement, (v) any Taxes arising out of a breach of the representations contained in Section 4.8 hereof and (vi) any attorneys’ ' fees or other costs incurred by Buyer Purchaser or the Acquired Entities Subsidiary in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller The Parent shall be liable forfor and pay, or shall cause the payment of applicable Seller to pay, and shall indemnify indemnify, defend, and hold Buyerharmless the Acquiror Indemnified Parties (as defined in Section 10.02(a)) from and against, the Buying Parties all Taxes and the Acquired Entities harmless fromLosses imposed on or incurred by any Acquiror Indemnified Party, or for which any Acquiror Indemnified Party may otherwise be liable, relating to (i) subject to Section 12.2, any Taxes caused by imposed upon any Company or resulting from any Transferred Subsidiary with respect to any Pre-Closing Taxable Period and, with respect to any Straddle Period, the sale portion of such Straddle Period ending on and including the Stock (including all Taxes arising from the Section 338(h)(10) Elections)Closing Date, (ii) any Income Taxes imposed on upon any Company or incurred any Transferred Subsidiary or any Successor Entity with respect to any Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, that would not be payable by, or imposed upon, such Company or such Transferred Subsidiary or such Successor Entity if any amount of net operating losses or credits generated during the Parent or its Affiliates’ period of ownership of the applicable Company or Transferred Subsidiary as of the Closing Date had not been decreased as a result of any Tax audits or proceedings by any Tax Authority, except to the extent any such decrease in net operating losses or credits (A) is expected to give rise to a Tax benefit to any Company or any Transferred Subsidiary or any Successor Entity in a Post-Closing Taxable Period or, with respect to any Straddle Period, the portion of such Straddle Period ending after the Closing Date, (B) is caused by an action taken by or transaction entered into by the Acquired Entities arising out Acquiror or its Affiliates other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other transfer of the inclusion interests or assets of the Acquired Entities in Companies or the Transferred Subsidiaries by the Acquiror or any combined, consolidated, unitary of its Affiliates following the Closing) or similar group (C) is a “Group”) prior result of the carryback of any item from a Post-Closing Taxable Period or with respect to the portion of any Straddle Period relating to after the Closing Date, (iii) any Income Taxes imposed on breach or incurred by the Acquired Entities (inaccuracy in any representation contained in Section 3.20 or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees breach or failure by the Parent to perform (or cause to be performed) any of the covenants or agreements set forth in this Article VII; provided, however, that the Parent shall not be liable for or pay, and shall not indemnify the Acquiror Indemnified Parties from and against (A) any Taxes shown as an accrued tax payable on the Final Actual Closing Solvency Capital Worksheet, and (B) any Taxes imposed on any Company or Transferred Subsidiary, or for which any Company or Transferred Subsidiary may otherwise be liable, as a result of transactions occurring or deemed to occur on the Closing Date but after the Closing (other than those contemplated by the Transaction Agreements (excluding, for the avoidance of doubt, any reorganization or other costs incurred by Buyer transfer of the interests or assets of the Companies or the Acquired Entities Transferred Subsidiaries by the Acquiror or any of its Affiliates following the Closing) or occurring in connection with obtaining any payment from Seller due under this paragraph the Ordinary Course of Business) (aTaxes described in clauses (A) of Section 8.2and (B) above, hereinafter “Excluded Taxes”).

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable forfor and pay, shall cause the payment of and shall indemnify indemnify, defend and hold Buyerharmless Buyer from and against, any Taxes imposed on the Buying Parties and Company, or for which the Acquired Entities harmless from, Company may otherwise be liable (i) subject for any Pre-Closing Taxable Periods and, with respect to Section 12.2any Straddle Period, any Taxes caused by or resulting from the sale portion of such Straddle Period ending on and including the Stock (including all Taxes arising from the Section 338(h)(10) Elections), Closing Date; (ii) resulting from a breach of the representations and warranties set forth in Section 3.11 (determined without regard to any Income Taxes imposed materiality or Knowledge qualifiers or any scheduled items) or covenants set forth in Section 5.7 or this Article 7; (iii) of any member of any Affiliated Group of which the Company (or any predecessor of the Company) is or was a member on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iiiDate by reason of Treasury Regulation § 1.1502-6(a) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period analogous or similar foreign, state or local law; or (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (biv) of this Section 8.2any other Person for which the Company is or has been liable as a transferee or successor, of by contract or otherwise; provided, however, that Seller shall not be liable for or pay any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from included in the calculation of Final Closing Working Capital or are increased by transactions by (y) imposed on the Acquired Entities outside Company or for which the Company may otherwise be liable as a result of any transaction other than in the ordinary course of business occurring on the Closing Date and after the Closing that is properly allocable for any Income Tax purposes to the portion of the Closing Date after the Closing. Buyer shall not, and shall not permit the Company to, make any tax election after the Closing that would increase the Income Tax liability of the Company for any Pre-Closing Taxable Period (or portion thereof), and Buyer shall indemnify and hold harmless Seller from and against any liability for Income Taxes resulting from any such action or election. Seller will be entitled to retain, or (y) arise to receive prompt payment from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities Company of any refund or credit (when actually realized) for the overpayment of Taxes (including for this purpose any over-accrual in connection Final Closing Working Capital) for which Seller is responsible pursuant to this Section 7.1(a), plus any interest received or credited with obtaining respect thereto from the relevant taxing authorities. Buyer and Seller shall reasonably cooperate with respect to claiming any payment from Seller due under refund or credit with respect to Taxes referred to in this paragraph (a) of Section 8.27.1(a).

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating Without duplication from and after the Closing Working Capital ValueDate, Seller the Contributing Parties shall be liable for, shall cause the payment of and shall indemnify and hold Buyerthe Partnership Parties, the Buying Parties Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Acquired Entities harmless fromContributing Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Xxxx Express Entities, SLNG or the SNG Entities arising out or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign law or regulation which is attributable to the inclusion Xxxx Express Entities, SLNG or the SNG Entities or the Contributing Parties having been a member of the Acquired Entities in any combined, consolidated, combined or unitary or similar group (a “Group”) for the period prior to and including the Closing Date, (ii) any Tax Losses (other than Tax Losses described in clause (i) above) imposed on or incurred by or with respect to the Xxxx Express Entities, SLNG or the SNG Entities or their assets with respect to the period prior to and including the Closing Date or (iii) attributable to a breach by the Contributing Parties of any Income representation, warranty or covenant with respect to Taxes in this Agreement, provided that the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG, the SNG Entities and their respective subsidiaries harmless from the Contributing Parties’ Ownership Percentage of any Tax Losses which are imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Xxxx Express Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (, SLNG or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending SNG Entities after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2Date.

Liability for Taxes. (a1) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller Parent shall be jointly and severally liable for, shall cause the payment of and shall indemnify Buyer and hold Buyer, the Buying Parties ERC and the Acquired Entities harmless from, their Affiliates for (i) subject to Section 12.2, any all Taxes caused by or resulting from the sale of the Stock ERC (including all Taxes arising of any other Person for which ERC is liable as a result of joint and several liability, contractual liability, successor liability, transferee liability, or otherwise and Taxes resulting from the Section 338(h)(10) Elections), Election) to the extent not accrued as a separate liability (not including reserves to reflect timing differences between Tax and book items) on the Effective Date Balance Sheet for a Pre-Effective Date Period and (ii) all Taxes resulting from a breach of a representation or warranty under Section 4.03(o). For purposes of this provision, (i) liability for any Income Taxes imposed on or incurred determined by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combinedreference to income, consolidatedcapital gains, unitary gross income, gross receipts, sales, net profits, windfall profits or similar group (items or resulting from a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or transfer of assets incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable during a period beginning on or before and ending after the Closing Effective Date which is allocable to shall be allocated between the portion of the period that is a Pre-Effective Date Period and the portion that is the Post-Effective Date Period based on the date on which such items accrued; (ii) liability for all other Taxes for a period occurring that begins before and ends after the Effective Date shall be pro-rated between the Pre-Effective Date Period and the Post-Effective Date Period on a per diem basis based on the number of days in the taxable period for which each party is liable for Taxes hereunder; (iii) Taxes of any consolidated, combined or unitary group that includes ERC on or before the Closing Date (the “Straddle Period”)) except prior to the extent that Effective Date shall be considered to be incurred in a Pre-Effective Date Period whether such Income Taxes (x) arise from are incurred, accrued, assessed or are increased by transactions by the Acquired Entities outside the ordinary course of business similarly charged on, before, or after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, Effective Date; and (iv) any attorneys’ fees interest, penalties, additions to tax or other costs additional amounts that relate to Taxes for a Pre-Effective Date Period shall be considered to be incurred by Buyer in a Pre-Effective Date Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Acquired Entities in connection Effective Date. The indemnification obligations of this Section 5.07 with obtaining respect to any payment from Seller due under this paragraph Tax shall survive until thirty (a30) days after the expiration of Section 8.2any applicable statute of limitations period with respect to such Tax.

Liability for Taxes. (ai) Except Sellers shall be liable for and pay, and pursuant to Article XI (and subject to the extent limitations thereof), each Seller (severally and pro rata in accordance with their Percentage Interests) agrees to indemnify and hold harmless each Buyer Group Member from and against, any Losses and Expenses incurred by such Buyer Group Member in connection with or arising from Taxes are accrued imposed on either of the Acquired Companies for any Pre-Closing Tax Period; provided, however, that Sellers shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (A) any Taxes shown as a liability for purposes of calculating or reserve on the Closing Date Balance Sheet and included in Closing Date Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless fromCapital, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (iiB) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion either of the Acquired Entities Companies or for which either of the Acquired Companies may otherwise be liable as a result of transactions engaged in by the Buyer or any combinedAffiliate of the Buyer (including, consolidated, unitary or similar group (a “Group”) prior to after the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired EntitiesCompanies) for any taxable period (the “Pre-Closing Period”) ending occurring on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business that are properly allocable to the portion of the Closing Date after the Closing, (C) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of U.S. state, local or non-U.S. law as a result of the purchase of the Shares or the deemed purchase of shares of the Company Subsidiary or that result from Buyer, any Affiliate of Buyer, or either of the Acquired Companies engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Company or the Company Subsidiary for Tax purposes, (D) notwithstanding anything to the contrary herein, any Taxes resulting from a sale of (i) either of the Acquired Companies by Buyer or (yii) arise from or are increased by a change after assets of the Acquired Companies, including pursuant to the Post-Closing Sale, and (E) subject to the provisions immediately below, Identified Taxes (Taxes described in this proviso, hereinafter “Excluded Taxes”). With respect to Identified Taxes only, Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) to the extent that the amount of such Identified Taxes (for the avoidance of doubt, excluding any accounting period or accounting practice related Losses and Expenses) exceeds One Million Dollars ($1,000,000.00) (the “Identified Tax Deductible”). Sellers shall be liable for and shall indemnify and hold harmless each Buyer Group Member under this Section 8.1(a)(i) for any and all Identified Taxes exceeding the Identified Tax Deductible, but not related Losses and Expenses (and, for the avoidance of doubt, such Identified Taxes shall not constitute Excluded Taxes). Other than any such Tax refund (i) shown as an Acquired Entityasset on the Closing Date Balance Sheet and included in Closing Date Working Capital (ii) attributable to Excluded Taxes, or (ziii) are attributable to Identified Taxes that are not indemnified by the unreasonable default Sellers up to the Identified Tax Deductible, Sellers shall be entitled to any refund of (or delay credit for) Taxes allocable to any Pre-Closing Tax Period, in either case net of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other reasonable out-of-pocket costs incurred by Buyer in collecting such Tax refunds. Upon the reasonable request of the Stockholder Representative, Buyer shall file (or cause to be filed) all Tax Returns (including amended Tax Returns) or other documents claiming any refunds to which Sellers are entitled pursuant to the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2preceding sentence.

Liability for Taxes. (ai) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable forfor and pay, shall cause and pursuant to Article X (and subject to the payment of and limitations thereof) shall indemnify and hold Buyerharmless each Buyer Group Member against any and all Taxes (A) imposed on any of the Companies pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely as a result of the Companies having been members of the Seller’s Affiliated Group, (B) imposed on any of the Companies, or for which any of the Companies may otherwise be liable, for any taxable year or period that ends on or before the Cut-Off Date and, with respect to any Straddle Period, the Buying Parties portion of such Straddle Period ending on and including the Acquired Entities harmless fromCut-Off Date, (iC) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections)Xxxxxxx 000 Xxxxx, (iiX) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Cut-Off Date but before the Closing, or (yE) arise from or are increased by any Income Taxes imposed as a change after result of the Companies ceasing to be members of Seller’s Affiliated Group on the Closing Date, under the intercompany transaction and excess loss account rules described in Treasury Regulations under Section 1052 of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after ClosingCode, and (ivF) any attorneys’ fees Taxes imposed by reason of the transfer of assets pursuant to Section 6.10 (the “Section 6.10 Taxes”); provided, however, that Seller shall not be liable for or pay, and does not agree to indemnify or hold harmless any Buyer Group Member from and against, (I) Taxes to the extent shown as a liability on the Cut-Off Date Working Capital Statement, and (II) any Taxes (other than Section 338 Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares of Parisian Wholesalers, Inc. or that result from the transactions contemplated by this Agreement otherwise being treated as a purchase or sale of assets of any of the Companies for federal, state, local or other costs incurred by Buyer Tax purposes (Taxes described in this proviso, hereinafter “Excluded Taxes”). Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2extent shown as an asset on the Cut-Off Date Working Capital Statement.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating Liability on the Closing Working Capital ValueDate Balance Sheet, Seller EECI shall be liable for, shall cause the payment of and shall indemnify and hold BuyerMLP, the Buying Parties Company and the Acquired Entities their Affiliates harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of Restructuring Actions, the Stock (including all Taxes arising from Conversion Step and the Section 338(h)(10) Elections)Contribution Step, and any other actions taken in anticipation or pursuance thereof, (ii) any Income Taxes imposed on or incurred by any member of the Acquired Entities Company Group arising out of the inclusion of any member of the Acquired Entities Company Group in any combinedGroup by reason of Treasury Regulation ss.1.1502-6 or any analogous state, consolidated, unitary local or similar group (a “Group”) prior to the Closing Date, foreign law or regulation; (iii) any Income Taxes imposed on or incurred by any member of the Acquired Entities Company Group (or any Group with respect to the taxable items of any member of the Acquired EntitiesCompany Group) for any taxable period (the “Pre-Closing Period”) ending on before or before including the Closing Date (or the portion, determined as described in paragraph (bc) of this Section 8.210.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”"PRE-CLOSING PERIOD")) except to the extent that such Income for Taxes (x) arise arising from or are increased by transactions by any member of the Acquired Entities Company Group outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any Taxes resulting from the income, business, property or operations of the Excluded Assets, (v) any Taxes imposed on EECI or a Group that includes EECI with respect to the assets and operations of any member of the Company Group for any period or portion of a period during the Midcoast Ownership Period, (vi) any Taxes arising from any breach by EECI of its representations and warranties contained in Section 4.1(q) or its covenants in Section 10.1, and (vii) any reasonable attorneys’ ' fees or other reasonable costs incurred by Buyer MLP, any member of the Company Group or the Acquired Entities any Affiliate thereof in connection with obtaining any payment from Seller due EECI under this paragraph (a) of Section 8.210.2(a).

Liability for Taxes. (ai) Except To the extent provided in Section 8.1, and pursuant to Article 8 (and subject to the extent such Taxes are accrued as a liability for purposes of calculating limitations thereof), the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of HPI Indemnitors agree to and shall indemnify and hold Buyerthe Purchaser, the Buying Parties and its directors, officers, employees, Affiliates (including HPI and any of the Acquired Entities Companies if the Closing occurs), agents and assigns harmless from and against any and all Losses resulting from, based upon or arising out of, directly or indirectly: (iA) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the any Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group Company (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entitiesother than Sioux City) for any taxable year or period (the “Pre-Closing Period”) ending that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (B) Taxes imposed on or related to HEC for any taxable year or period and (C) Taxes imposed on any Acquired Company as a result of the HPI Redemption; provided, however, that no HPI Indemnitor shall be liable for or pay, and no HPI Indemnitor shall indemnify or hold harmless any Person from and against, (I) any Taxes taken into account as a liability or reserve (whether taken into account as a liability or reserve, as an offset to an asset, or otherwise) in determining the final Closing Working Capital of HPI, (II) any Taxes that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase or redemption of the HPI Common Stock or the portiondeemed purchase of shares of any Acquired Company or that result from the Purchaser, determined any Affiliate of the Purchaser, or the Purchaser or any Acquired Company engaging in any activity or transaction that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Acquired Company for federal, state, local or other Tax purposes, (III) any Taxes imposed on any Acquired Company or for which any Acquired Company may otherwise be liable as a result of transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treas. Xxx.xx. 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (it being understood and agreed that in no event shall the HPI Redemption be regarded as a transaction described in this clause (III)), (IV) Taxes imposed as a result of or in connection with (i) any dividends paid by Sioux City to HPI on or after December 31, 2001, (ii) the conversion of Principal Financial Group or Liberty Mutual Insurance Company to stock form from mutual insurance companies, or (iii) the sale of HPI's capital stock in Sioux City pursuant to an exercise by Xxxxxxxx of its rights under the Buy and Sell Agreement, dated as of March 1, 1992, (V) any Taxes resulting from a sale of any Acquired Company by the Purchaser or any Affiliate of the Purchaser (Taxes described in this proviso, hereinafter "Excluded Taxes"). Except to the extent taken into account as an asset (whether taken into account as an asset, as an offset to a liability or reserve, or otherwise) in determining the final Closing Working Capital of HPI, or except as provided in the last sentence of paragraph (ba)(ii) of this Section 8.26.13, the HPI Stockholders shall be entitled to any refund of any such Income (or credit for) Taxes for which any taxable period beginning on HPI Indemnitor is liable under this Agreement (including, without limitation, any refund of, or before and ending after credit for, Taxes of HEC or any Acquired Company due to the overpayment of such Taxes prior to the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”Date)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, The Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyerits Subsidiaries, the Buying Parties Purchaser and the Acquired Entities its Affiliates harmless fromfrom and against, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from (or the Section 338(h)(10nonpayment thereof) Elections), (ii) any Income Taxes that are imposed on or incurred by the Acquired Entities arising out Seller, (ii) all Taxes (or the nonpayment thereof) that are imposed on or incurred with respect to the Acquisition Assets or the Business for any taxable period ending on or before the Closing Date, (iii) a portion, determined as described below, of any Taxes that are imposed on or incurred with respect to the inclusion Acquisition Assets or the Business for any taxable period beginning prior to and ending after the Closing Date (“Straddle Period”) which is allocable to the period ending on or before the Closing Date, (iv) all Taxes of the Acquired Entities in any combinedmember of an affiliated, consolidated, combined or unitary group of which the Seller or similar group (any of its Subsidiaries is or was a “Group”) member on or prior to the Closing Date, (iiiv) any Income Taxes imposed on or incurred payable as a result of a breach by the Acquired Entities (or Seller of any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described representations set forth in paragraph (b) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing5.11 hereof, and (ivvi) any attorneys’ fees or other costs incurred by Buyer the Purchaser or the Acquired Entities its Affiliates in connection with obtaining any payment from the Seller due under this paragraph (a) Section 7.8(a). The determination of Section 8.2the portion of any Taxes imposed on or incurred with respect to the Acquisition Assets or the Business for a Straddle Period which is allocable to the period ending on or before the Closing Date shall be made, in the case of ad valorem, property or similar Taxes, if any, which are not measured by or based upon production, or franchise or capital Taxes which are not measured by or based upon net income, by allocating such Taxes on a per diem basis, and, in the case of all other Taxes, by assuming that the period ending on or before the Closing Date constitutes a separate taxable period and by taking into account the actual taxable events occurring during such period.

Liability for Taxes. (ai) Except to From and after the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital ValueClosing, Seller shall be liable for, shall cause the payment of and shall agrees to indemnify and hold Buyer, the Buying Parties harmless each Buyer Group Member from and the Acquired Entities harmless against any and all Losses incurred by such Buyer Group Member in connection with or arising from, : (iA) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on any Taxpayer with respect to any taxable year or incurred by period that ends on or before the Acquired Entities arising out Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the inclusion Closing Date, (B) Taxes imposed on any Taxpayer as a result of the Acquired Entities in having been a member of a Tax Group or as a result of having been a member of any combinedother affiliated, consolidated, combined or unitary group pursuant to Treasury Regulation Section 1.1502-6 (or similar group (a “Group”provision of state, local or foreign law) on or prior to the Closing Date, (iiiC) Section 338 Taxes, (D) Taxes imposed on any Income Taxpayer as a result of any breach of any representation or warranty in Section 5.7, (E) Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items income or gain recognized by any Taxpayer, Seller, or a Tax Group as a result of the Acquired EntitiesSpecial Distribution, (F) Transfer Taxes that Seller is responsible for paying pursuant to Section 8.1(a)(iv); provided, however, that Seller does not agree to indemnify or hold harmless any taxable period Buyer Group Member from or against Losses incurred in connection with or arising from (I) Taxes to the “Pre-Closing Period”) ending on or before extent such Taxes are taken into account in the computation of the Closing Date Working Capital, (or the portion, determined as described in paragraph (bII) of this Section 8.2, of Taxes attributable to any such Income Taxes for any taxable period beginning transaction that occurs on or before and ending after the Closing Date which but after Closing that is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside not in the ordinary course of business after the Closing, and is not contemplated by this Agreement or (yIII) arise from or are increased by a change after Closing Transfer Taxes that Buyer is responsible for paying pursuant to Section 8.1(a)(iv) (the Taxes described in clauses (I), (II) and (II) of any accounting period or accounting practice this proviso being referred to as “Excluded Taxes”). For the avoidance of an Acquired Entitydoubt, or (z) are attributable Seller’s obligation to indemnify, defend and hold harmless each Buyer Group Member pursuant to this Section 8.1 shall not be subject to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities limitations described in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.211.2.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) subject Seller shall indemnify Buyer and its Affiliates, including the Transferred Entities other than BCL for all Losses that arise from or relate or are attributable to Section 12.2(A) Taxes of, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by with respect to the Acquired Transferred Entities arising out (for the avoidance of doubt, including BCL) and the Transferred Assets which have arisen or may arise wholly in respect or in consequence of any Event occurring or deemed to occur on or before Closing (including, without prejudice to the foregoing, the execution or performance of the inclusion of the Acquired Entities Agreement) or any income, profits or gains earned, accrued or received in any combined, consolidated, unitary taxable period ending on or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by Date and the Acquired Entities (or any Group with respect to portion through the taxable items end of the Acquired Entities) for Closing Date of any taxable period that includes (but does not end on) the Closing Date (a “Pre-Closing Period”), to the extent such Taxes (i) ending are not reflected on or reserved for in the calculation of Final Net Book Value, and (ii) do not arise, and are not increased, as a result of a voluntary transaction, action or omission carried out or effected by Buyer or a Transferred Entity, or any member of Buyer’s Group, at any time after Closing, other than any such transaction, action or omission carried out or effected (u) with respect to the filing of any Tax Return for any Tax period that begins on or after and ends after the Closing Date, (v) with the consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed, (w) where such transaction, action or omission is required by applicable Law, (x) under a legally binding commitment of a Transferred Entity created on or before Closing or (y) pursuant to any obligation in any of the Transaction Documents or (z) in the ordinary course of business of a Transferred Entity, as carried on at Closing, (B) Transfer Taxes for which Seller is liable pursuant to this Section 5.5(a), (C) Taxes imposed on Seller or any member (other than a Transferred Entity) of a consolidated, affiliated, combined, unitary or similar group with which Seller or any of its Affiliates files a consolidated, affiliated, combined, unitary or similar Tax Return for any tax period, (D) Taxes imposed on or payable by any Transferred Entity under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such Transferred Entity being included in any consolidated, affiliated, combined, unitary or similar group at any time on or before the Closing Date Date, (E) Taxes imposed as a result of or attributable to any Section 338(h)(10) Election, (F) any breach of a representation made in Section 3.8 or (G) Taxes suffered by any Transferred Entity arising in consequence of the portionfailure by another company (not being any of the Transferred Entities or any member of the Buyer’s Group) to discharge taxation within a specified time or otherwise, determined and for which the relevant Transferred Entity is liable as described in paragraph (b) a result of this Section 8.2, having at any time prior to or at Closing been a member of the same group as that company for the purposes of any such Income Taxes for or as a result of having at any taxable period beginning on time prior to or before at Closing controlled or been controlled by another Person (not being any of the Transferred Entities or any member of the Buyer’s Group) (construing “control” in accordance with Sections 707 and ending after 708 of the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”Corporation Taxes Act 2010)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller Parent shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties (subject to Section 8.1(g)) and the Acquired Entities harmless from, (i) subject to Section 12.213.2, any Taxes incurred by Parent or a member of the Parent Affiliated Group caused by or resulting from the sale of Transactions and the Stock (including all Taxes arising from the Section 338(h)(10) Elections)Second Merger, (ii) subject to Section 13.2, any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (bc) of this Section 8.28.1, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, Closing or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer the Buying Parties or the Acquired Entities in connection with obtaining any payment from Seller Parent due under this paragraph (a) of Section 8.28.1.

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital Value, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, the Buying Parties and the Acquired Entities harmless from, (i) subject to Section 12.2If the Closing occurs, any Taxes caused by or resulting from the sale of the Stock Parent and Vectron shall be jointly and severally liable for and pay (including all Taxes arising from the Section 338(h)(10A) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities (or any Group with respect to the taxable items of the Acquired Entities) Company for any taxable year or period (the “Pre-Closing Period”) ending that ends on or before the Closing Date (or and, with respect to any Straddle Period, the portion, determined as described in paragraph (b) portion of this Section 8.2, of any such Income Taxes for any taxable period beginning Straddle Period ending on or before and ending after including the Closing Date which is and (B) Taxes imposed on the Acquired Company pursuant to Treasury Regulation Section 1.1502-6 or similar provision of state, local or foreign Law solely as a result of the Acquired Company having been a member of a Consolidated Tax Group; provided, however, that Parent and Vectron shall not be liable for or pay, and shall not indemnify Buyer from and against, (x) any Taxes to the extent of the amount taken into account in the determination of Closing Date Working Capital, (y) any Taxes that result from any actual or the deemed election of Buyer or any Affiliate of Buyer, or from Buyer or any Affiliate of Buyer engaging in any activity or transaction, in either case that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of the Acquired Company for Tax purposes and (z) any Taxes imposed on the Acquired Company as a result of transactions occurring on the Closing Date that are properly allocable to the portion of such period occurring on or before the Closing Date after the Closing (Taxes described in this proviso, the “Straddle PeriodExcluded Taxes”). (ii) except Vectron shall be entitled to any refund of (or credit against) Taxes for which it is liable under this Agreement (other than to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.refunds

Liability for Taxes. (a) Except to the extent such Taxes are accrued as a liability for purposes of calculating on the Closing Working Capital ValueDate Balance Sheet or described in Section 8.2(b)(ii), Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, APL, the Buying Parties APL Subsidiaries and the Acquired Entities their Affiliates harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock Shares (including all Taxes arising from the Section 338(h)(10) Electionssale or distribution of any Excluded Assets), (ii) any Income Taxes imposed on or incurred by the Acquired Entities APL or any APL Subsidiary arising out of the inclusion of APL or any APL Subsidiary in the Acquired Entities in BP America Group, any predecessor group or any combined, consolidated, unitary or similar group (a “"Group”") prior to the Closing Date, (iii) any Income Taxes imposed on or incurred by the Acquired Entities APL or any APL Subsidiary (or any Group with respect to the taxable items of the Acquired EntitiesAPL or any APL Subsidiary) for any taxable period (the “Pre-Closing Period”) ending on or before the Closing Date (or the portion, determined as described in paragraph (bc) of this Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle "Pre-Closing Period”")) except to the extent that such Income for Taxes (x) arise arising from or are increased by transactions by the Acquired Entities APL or an APL Subsidiary outside the ordinary course of business after the Closing, (iv) any Taxes resulting from the income, business, property or operations of the Excluded Assets, (yv) arise from any Taxes imposed on or are increased incurred by a change after Closing of any accounting period APL or accounting practice of an Acquired Entity, or (z) are attributable APL Subsidiary with respect to the unreasonable default taxable items of Seaway allocable to the Pre-Closing Period except for Taxes arising from transactions by APL, an APL Subsidiary or delay Seaway outside the ordinary course of a Buying Party or an Acquired Entity business after the Closing, and (ivvi) any attorneys’ ' fees or other costs incurred by Buyer Buyer, APL, the APL Subsidiaries, or the Acquired Entities any Affiliate thereof in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.28.2(a); provided that no indemnity shall be provided for Taxes arising from the APL Conversion or the ASI Conversion or from the Seaway Restructuring.

Liability for Taxes. (a) Except to From and after the extent such Taxes are accrued as a liability for purposes of calculating the Closing Working Capital ValueClosing, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyer, harmless the Buying Buyer Indemnified Parties from and the Acquired Entities harmless from, against any Losses resulting from (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections)Excluded Taxes, (ii) any Income Taxes imposed on or incurred by the Acquired Entities Companies for any taxable year or period that ends on or before the Closing Date, and with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date (including Taxes arising out with respect to the Reorganization), (iii) Taxes imposed on any member of the inclusion an Affiliated Group of the which any Acquired Entities in Company (or any combined, consolidated, unitary predecessor thereof) is or similar group (was a “Group”) member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (iiior any similar provision of Law), (iv) Taxes of any Income Person imposed on any Acquired Company as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring prior to the Closing, (v) Taxes imposed on or incurred by the Acquired Entities Buyer (or any Group direct or indirect owner of Buyer) under Sections 951(a), 951A or 965 of the Code with respect to any transaction effected or investment made prior to the taxable items of Closing relating to the Acquired EntitiesCompanies, and (vi) for reasonable out-of-pocket and third-party costs and expenses associated with preparing, defending and filing any Tax Return with respect to any taxable year or period (the “Pre-Closing Period”) ending that ends on or before the Closing Date (or the portionDate, determined as described in paragraph (b) of this Section 8.2and with respect to any Straddle Period, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring Straddle Period ending on or before and including the Closing Date Date; provided, however, that Seller shall not be liable for or pay, and shall not indemnify Buyer from and against, any (the “Straddle Period”A) any Assumed Taxes, (B) without duplication of (a)) except , any Taxes to the extent that such Income taken into account as a liability for Taxes in clause (xf) arise from of the Final Closing Indebtedness or are increased by transactions by (C) any Taxes imposed on the Acquired Entities Companies as a result of transactions outside the ordinary course of business occurring after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to on the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2Closing Date.

Liability for Taxes. (ai) Except From and after the First Closing, the Seller Group Members shall hold harmless, indemnify and defend each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any Damages that are directly or indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any third party claim) and that arise directly or indirectly from or as a result of: (A) 100% of Taxes imposed on any Group Company, or for which any Group Company may otherwise be liable, as a result of having been a member of a Company Group, (B) with respect to each Closing Date, the Applicable Portion of Taxes imposed on a Group Company, or for which a Group Company may otherwise be liable, for any taxable year or period that ends on or before such Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including such Closing Date, (C) with respect to each Closing Date, the Applicable Portion of Taxes imposed on a Buyer Group Member as a result of such Buyer Group Member being a United States shareholder (within the meaning of Section 951(b) of the Code) of any Group Company, to the extent such Taxes amounts are accrued as attributable to Subpart F income (within the meaning of Section 952(a) of the Code) of such Group Company arising in (or that, but for the limitation under 952(c) of the Code, would have arisen in) a liability for purposes taxable year of calculating the Group Company ending on or prior to any Closing Working Capital ValueDate or, Seller shall be liable for, shall cause the payment of and shall indemnify and hold Buyerwith respect to any Straddle Period, the Buying Parties portion of such Straddle Period ending on and the Acquired Entities harmless from, (i) subject to Section 12.2, any Taxes caused by or resulting from the sale of the Stock (including all Taxes arising from the Section 338(h)(10) Elections), (ii) any Income Taxes imposed on or incurred by the Acquired Entities arising out of the inclusion of the Acquired Entities in any combined, consolidated, unitary or similar group (a “Group”) prior to the such Closing Date, (iiiD) any Income Taxes imposed on or incurred by the Acquired Entities (or any a Seller Group with respect to the taxable items of the Acquired Entities) Member for any taxable period year or period, (E) 100% of Taxes attributable to the “Pre-Closing Period”License Payment Amount and (F) the cost and expense (including third party costs and expenses) of preparing Tax Returns for which Buyer is responsible under Section 11.01(b) to the extent such Tax Returns relate to tax years or periods ending on or before prior to the Second Closing Date (or for which the portion, determined as described in paragraph (b) of this Seller Group Members were responsible under Section 8.2, of any such Income Taxes for any taxable period beginning on or before and ending after the Closing Date which is allocable to the portion of such period occurring on or before the Closing Date (the “Straddle Period”11.01(b)) except to the extent that such Income Taxes (x) arise from or are increased by transactions by the Acquired Entities outside the ordinary course of business after the Closing, or (y) arise from or are increased by a change after Closing of any accounting period or accounting practice of an Acquired Entity, or (z) are attributable to the unreasonable default or delay of a Buying Party or an Acquired Entity after Closing, and (iv) any attorneys’ fees or other costs incurred by Buyer or the Acquired Entities in connection with obtaining any payment from Seller due under this paragraph (a) of Section 8.2.