Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. (a) From and after the Closing, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From and after the Closing, the Contributing Parties QEPFS shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of of, any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline the Company or their respective its assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iiiii) attributable to a breach by the Contributing Parties QEPFS of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets QEPFS shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing QEPFS Indemnified Parties harmless from from, any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(b) of the Partnership Parties shall be limited to a proportionate share of such Tax Losses equal to QEPFS’s Ownership Percentage. (c) All Taxes imposed on or incurred by or with respect to the Company or its assets during any period beginning after the Closing Date shall be borne by QEPFS and the Partnership Parties in accordance with their respective Ownership Percentages. (d) Whenever it is necessary for purposes of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline the Company for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of all other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline the Company shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (de) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties QEPFS is responsible for hereunder, or if the Contributing Parties QEPFS or their its Affiliates receive a refund of any Taxes that any of the Partnership Parties is are responsible for hereunder, the party Party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party Party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From The APL Parties jointly and after the Closing, the Contributing Parties severally shall be liable for, and shall indemnify and hold Newco, the Partnership Indemnified Surviving Company, the Subject Entities, the WFSG Parties and their Affiliates harmless from the Partnership Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damagesLiabilities, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipelineor with respect to the Subject Entities, White Cliffs Pipeline the Appalachian Business or their respective assets the Appalachian Assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period on or prior to and including the Closing Date, (ii) any Tax Losses (other than Tax Losses Taxes described in clause (i) above) imposed on or incurred by or with respect to SemCrude Pipelinethe Subject Entities, White Cliffs Pipeline the Appalachian Business or their respective assets the Appalachian Assets with respect to the period prior to and including periods (or portions thereof) ending on or before the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing APL Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Agreement (including Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage‎4.8). (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII ‎Article 8 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline with respect to the Subject Entities, the Appalachian Business or the Appalachian Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable with respect to SemCrude Pipeline the Subject Entities, the Appalachian Business or White Cliffs Pipeline the Appalachian Assets and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (dc) If any of the Partnership WFSG Parties or any of their Affiliates receives a refund of any Taxes that any of the Contributing APL Parties or their Affiliates is responsible for hereunder, or if any of the Contributing APL Parties or their Affiliates receive receives a refund of any Taxes that WFSG or any of the Partnership Parties its Affiliates is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The WFSG Parties and the APL Parties shall, and shall cause their Affiliates to, cooperate in order to take all necessary steps to claim any such refund. (d) APL Sub shall control the conduct of any audit of the Subject Entities and any controversy resulting therefrom, while Newco shall control the conduct of any audit of Surviving Company or Newco and any controversy resulting therefrom. If APL Sub controls the conduct of any audit or controversy, (i) APL Sub shall keep the WFSG Parties reasonably informed of the conduct of such audit or controversy, and consider their suggestions or comments in good faith; (ii) APL Sub shall provide the WFSG Parties with copies of any correspondence with any taxing authority related to such audit or controversy; (iii) the Parties will cooperate with APL Sub as reasonably requested to facilitate such audit or controversy; (iv) APL Sub shall pay all expenses relating to such controversy including accounting, attorney and any other professional fees and (v) APL Sub shall also pay any Tax or assessment that is a condition precedent to defending or pursuing any Tax controversy.

Liability for Taxes. (a) From Without duplication from and after the ClosingClosing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties Parties, SNG and their respective subsidiaries harmless from the Partnership Contributing Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline any SNG Entity or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline the SNG Entities for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline the SNG Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline the SNG Entities shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund. (e) The Parties agree that any indemnification or payment obligation of the Contributing Parties with respect to Taxes of SNG shall be limited to the Contributing Parties’ Ownership Percentage of such indemnification or payment obligation.

Liability for Taxes. (a) From Without duplication from and after the ClosingClosing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties Parties, the Cheyenne Entities, the CIG Entities and their respective subsidiaries harmless from the Partnership Contributing Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the Cheyenne Entities or the CIG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline the Cheyenne Entities or the CIG Entities or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipelinethe Cheyenne Entities, White Cliffs Pipeline the CIG Entities or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline the Cheyenne Entities or White Cliffs Pipeline CIG Entities for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline the Cheyenne Entities or White Cliffs Pipeline to the CIG Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline the Cheyenne Entities or White Cliffs Pipeline the CIG Entities shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives receive a refund of any Taxes that any of the Contributing Parties is are responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From The APL Parties jointly and after the Closing, the Contributing Parties severally shall be liable for, and shall indemnify and hold Newco, the Partnership Indemnified Surviving Company, the Subject Entities, the WFSG Parties and their Affiliates harmless from the Partnership Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damagesLiabilities, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipelineor with respect to the Subject Entities, White Cliffs Pipeline the Appalachian Business or their respective assets the Appalachian Assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period on or prior to and including the Closing Date, (ii) any Tax Losses (other than Tax Losses Taxes described in clause (i) above) imposed on or incurred by or with respect to SemCrude Pipelinethe Subject Entities, White Cliffs Pipeline the Appalachian Business or their respective assets the Appalachian Assets with respect to the period prior to and including periods (or portions thereof) ending on or before the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing APL Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Agreement (including Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage4.8). (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 8 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline with respect to the Subject Entities, the Appalachian Business or the Appalachian Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable with respect to SemCrude Pipeline the Subject Entities, the Appalachian Business or White Cliffs Pipeline the Appalachian Assets and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (dc) If any of the Partnership WFSG Parties or any of their Affiliates receives a refund of any Taxes that any of the Contributing APL Parties or their Affiliates is responsible for hereunder, or if any of the Contributing APL Parties or their Affiliates receive receives a refund of any Taxes that WFSG or any of the Partnership Parties its Affiliates is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The WFSG Parties and the APL Parties shall, and shall cause their Affiliates to, cooperate in order to take all necessary steps to claim any such refund. (d) APL Sub shall control the conduct of any audit of the Subject Entities and any controversy resulting therefrom, while Newco shall control the conduct of any audit of Surviving Company or Newco and any controversy resulting therefrom. If APL Sub controls the conduct of any audit or controversy, (i) APL Sub shall keep the WFSG Parties reasonably informed of the conduct of such audit or controversy, and consider their suggestions or comments in good faith; (ii) APL Sub shall provide the WFSG Parties with copies of any correspondence with any taxing authority related to such audit or controversy; (iii) the Parties will cooperate with APL Sub as reasonably requested to facilitate such audit or controversy; (iv) APL Sub shall pay all expenses relating to such controversy including accounting, attorney and any other professional fees and (v) APL Sub shall also pay any Tax or assessment that is a condition precedent to defending or pursuing any Tax controversy.

Liability for Taxes. (a) From and after the Closing, the The Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties and their respective subsidiaries harmless from the Partnership Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets the Contributed Entities by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period on or 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 SemCrude Pipeline, White Cliffs Pipeline the Contributed Entities or their respective assets the Contributed Entities Assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the any Contributing Parties Party of any representation (other than those contained in Section 3.10, to which ARTICLE 9 shall be applicable), warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates (other than the Partnership Parties and their subsidiaries) harmless from from, any Tax Losses (i) imposed on or incurred by or with respect to the Contributed Entities or the Contributed Entities Assets with respect to the period after the Closing Date, or (ii) attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII ARTICLE 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline with respect to the Contributed Entities or the Contributed Entities Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline the Contributed Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax tax paid or payable with respect to SemCrude Pipeline the Contributed Entities or White Cliffs Pipeline the Contributed Entities Assets shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Taxtax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is are responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From and after the Closing, the The Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties Parties, the Xxxx Express Entities, SLNG and their respective subsidiaries harmless from the Partnership Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the Xxxx Express Entities or SLNG or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline the Xxxx Express Entities or SLNG or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline the Xxxx Express Entities or their respective SLNG or its assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree , provided that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to liable for, and shall indemnify and hold the Partnership Parties, the Xxxx Express Entities, SLNG and their respective subsidiaries harmless from the Contributing Parties’ Ownership PercentagePercentage of any Tax Losses which are imposed on or incurred by the Xxxx Express Entities or SLNG after the Closing Date. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline the Xxxx Express Entities or White Cliffs Pipeline SLNG for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline the Xxxx Express Entities or White Cliffs Pipeline SLNG and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline the Xxxx Express Entities or White Cliffs Pipeline SLNG shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From Without duplication from and after the ClosingClosing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties Parties, the SNG Entities and their respective subsidiaries harmless from the Partnership Contributing Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree , provided that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to liable for, and shall indemnify and hold the Partnership Parties, the SNG Entities and their subsidiaries harmless from the Contributing Parties’ Ownership PercentagePercentage of any Tax Losses which are imposed on or incurred by the SNG Entities after the Closing Date. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline the SNG Entities for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline the SNG Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline the SNG Entities shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax.. Table of Contents (d) If any of the Partnership Parties or their its Affiliates receives a refund of any Taxes that any of the Contributing Parties is are responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From and after the Closing, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipeline, White Cliffs Pipeline or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From Without duplication from and after the ClosingClosing Date, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties Parties, the SNG Entities, the CIG Entities and their respective subsidiaries harmless from the Partnership Contributing Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or the CIG Entities or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline the SNG Entities or the CIG Entities or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude Pipelinethe SNG Entities, White Cliffs Pipeline the CIG Entities or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest Date or (iii) attributable to a breach by the Contributing Parties of any representation, warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of In addition, the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to liable for, and shall indemnify and hold the Partnership Parties’ Ownership Percentage., the CIG Entities and their subsidiaries harmless from 14% of any Tax Losses which are imposed on or incurred by the CIG Entities after the Closing Date. Table of Contents (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline the SNG Entities or White Cliffs Pipeline CIG Entities for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline the SNG Entities or White Cliffs Pipeline to the CIG Entities and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline the SNG Entities or White Cliffs Pipeline the CIG Entities shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their its Affiliates receives a refund of any Taxes that any of the Contributing Parties is are responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.. Table of Contents

Liability for Taxes. (a) From and after the Closing, the Contributing Parties MPCI shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties MPLX, and any other MPLX’s Affiliates harmless from the Partnership Parties’ Ownership Percentage of any Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets Xxxxxx by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period on or 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 SemCrude Pipeline, White Cliffs Pipeline Xxxxxx or their respective assets the Xxxxxx Assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing Parties MPCI of any representation (other than those contained in Section 5.17, to which Article 4 shall be applicable), warranty or covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to ; provided, however, MPCI’s liability for Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets hereunder shall be limited to a proportionate share reduced by the amount of any Taxes included in such Tax Losses equal to the Partnership Parties’ Ownership Percentageextent reflected in the Current Liabilities of Xxxxxx as of the Closing Date. (b) The Partnership Parties MPLX shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties MPCI, Logistics, MPLX GP and each of their respective Affiliates (other than MPLX and their subsidiaries) harmless from from, any Tax Losses (i) imposed on or incurred by or with respect Xxxxxx or the Xxxxxx Assets with respect to the period after the Closing Date, or (ii) attributable to a breach by the Partnership Parties MPLX of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII 11 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline with respect to Xxxxxx or the Xxxxxx Assets for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt)taxes, on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable the closing of the books method pursuant to SemCrude Pipeline or White Cliffs Pipeline and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis)IRC Section 706. Notwithstanding anything to the contrary herein, any franchise Tax tax paid or payable with respect to SemCrude Pipeline Xxxxxx or White Cliffs Pipeline the Xxxxxx Assets shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Taxtax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From Parent shall retain or assume and after the Closing, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), Avanex against (i) imposed on all Liabilities for Taxes that relate to the Optronics Business or incurred by SemCrude Pipeline, White Cliffs Pipeline or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is the Optronics Subsidiaries and are attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period prior to Pre-Closing Period and including the Closing Date, (ii) all Liabilities for Taxes attributable to any Tax Losses (other than Tax Losses described in clause breach of a representation or warranty relating to Taxes. Corning shall retain or assume and indemnify Avanex against (i) above) imposed on or incurred by or with respect to SemCrude Pipeline, White Cliffs Pipeline or their respective assets with respect all Liabilities for Taxes that relate to the period prior Purchased Corning Assets or the business of Corning related to the Corning OCM Products and including are attributable to the Pre-Closing DatePeriod and (ii) all Liabilities for Taxes attributable to any breach of a representation or warranty relating to Taxes. Any Liability for Taxes attributable to any breach of a representation or warranty relating to Taxes shall be limited by the provisions of Section 12.3(c), but only Section 12.3(d) and Section 12.7(a) (b) Avanex shall retain or assume all Liabilities for Taxes that relate to the Optronics Business, the Optronics Subsidiaries, the Purchased Corning Assets, the Corning Assigned IP or the Corning OCM Products and are attributable to any Post-Closing Period , except to the extent that such Liabilities for Taxes are attributable to the Subject Interest any breach of representation or (iii) attributable to a breach by the Contributing Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties warranty relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this AgreementTaxes. (c) Whenever it is necessary for purposes With respect to any Straddle Period, Tax Liabilities will be allocated between the Pre-Closing Period and the Post-Closing Period by closing the books at the end of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline or White Cliffs Pipeline for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline or White Cliffs Pipeline and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for Taxes of a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basisnature, such as the deduction for depreciationproperty taxes, shall be apportioned to the period prior to and including the Closing Date ratably on allocated by apportioning a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base pro rata portion of such Tax is measured, regardless of whether Taxes to each day in the right to do business for another taxable period is obtained by the payment of such franchise Taxrelevant Straddle Period. (d) If any of the Partnership Parties Neither Corning nor Parent shall be required to indemnify Avanex for reductions in net operating loss carryovers, Tax credits or their Affiliates receives a refund of any similar Tax attributes. Corning and Parent shall not be required to indemnify Avanex against Liabilities for Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it attributable to the party who has responsibility Pre-Closing Period or a breach of representation or warranty to the extent such Liabilities for Taxes could be reduced under applicable Law by reason of net operating loss carryovers, Tax credits and similar Tax attributes arising in the Pre-Closing Period (assuming for the purposes of this sentence that such attributes have not been used to reduce Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refundthe Post-Closing Period).

Liability for Taxes. (a) From and after the Closing, the Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties harmless from the Partnership Parties’ Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude PipelineGMH, White Cliffs Pipeline GMP LLC, Wattenberg Holding or their respective assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law which is attributable to SemCrude PipelineGMH, White Cliffs Pipeline GMP LLC, Wattenberg Holding or the Contributing Parties having been a member of any consolidated, combined or unitary 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 SemCrude PipelineGMH, White Cliffs Pipeline GMP LLC, Wattenberg Holding or their respective assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing Parties of any covenant with respect to Taxes in this Agreement. The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude PipelineGMH, White Cliffs PipelineGMP LLC, Wattenberg Holding or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties harmless from any Tax Losses attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this Article VII to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline GMH, GMP LLC or White Cliffs Pipeline Wattenberg Holding for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes or franchise Taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline GMH, GMP LLC or White Cliffs Pipeline Wattenberg Holding and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline GMH, GMP LLC or White Cliffs Pipeline Wattenberg Holding shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if the Contributing Parties or their Affiliates receive a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties shall cooperate in order to take all necessary steps to claim any such refund.

Liability for Taxes. (a) From and after the Closing, the The Contributing Parties shall be liable for, and shall indemnify and hold the Partnership Indemnified Parties and their respective subsidiaries harmless from the Partnership Parties’ Applicable Ownership Percentage of Taxes, together with any costs, expenses, losses or damages, including reasonable expenses of investigation and reasonable attorneys’ and accountants’ fees and expenses, arising out of or incident to the determination, assessment or collection of such Taxes (“Tax Losses”), (i) imposed on or incurred by SemCrude Pipeline, White Cliffs Pipeline the Contributed Entities or their respective assets the Transferred Assets by reason of Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law law or regulation which is attributable to SemCrude Pipeline, White Cliffs Pipeline or the Contributing Parties having been a member of any consolidated, combined or unitary group for the period on or 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 SemCrude Pipeline, White Cliffs Pipeline the Contributed Entities or their respective assets the Transferred Assets with respect to the period prior to and including the Closing Date, but only to the extent such Taxes are attributable to the Subject Interest or (iii) attributable to a breach by the Contributing Parties of any representation (other than those contained in Section 3.11, to which Article 9 shall be applicable), warranty or covenant with respect to Taxes in this Agreement. The Parties parties hereto agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating with respect to Tax Losses Taxes of the Contributed Entities, the Transferred Assets attributable to SemCrude Pipeline, White Cliffs Pipeline, thereto or the Transferred Assets Businesses associated therewith shall be limited to a proportionate share the Applicable Ownership Percentage of such Tax Losses equal to the Partnership Parties’ Ownership Percentageindemnification or payment obligation. (b) The Partnership Parties shall be liable for, and shall indemnify and hold the Contributing Indemnified Parties and their Affiliates (other than the Partnership Parties and their subsidiaries) harmless from from, any Tax Losses (i) imposed on or incurred by the Contributed Entities, the Transferred Assets or the Transferred Businesses with respect to the period after the Closing Date or (ii) attributable to a breach by the Partnership Parties of any covenant with respect to Taxes in this Agreement. The parties hereto agree that any indemnification or payment obligation of the Partnership Parties with respect to Taxes of the Contributed Entities, the Transferred Assets attributable thereto or the Transferred Businesses associated therewith shall be limited to the Applicable Ownership Percentage of such indemnification or payment obligation. (c) Whenever it is necessary for purposes of this Article VII 7 to determine the amount of any Taxes imposed on or incurred by SemCrude Pipeline the Contributed Entities, the Transferred Assets or White Cliffs Pipeline the Transferred Businesses for a taxable period beginning before and ending after the Closing Date which is allocable to the period prior to and including the Closing Date, the determination shall be made, in the case of property or ad valorem Taxes taxes or franchise Taxes taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), on a per diem basis and, in the case of other Taxes, by assuming that such pre-Closing Date period constitutes a separate taxable period applicable to SemCrude Pipeline the Contributed Entities, the Transferred Assets or White Cliffs Pipeline the Transferred Businesses and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions for a taxable period beginning before and ending after the Closing Date that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise Tax tax paid or payable with respect to SemCrude Pipeline the Contributed Entities, the Transferred Assets or White Cliffs Pipeline the Transferred Businesses shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Taxtax. (d) If any of the Partnership Parties or their Affiliates receives a refund of any Taxes that any of the Contributing Parties is responsible for hereunder, or if any of the Contributing Parties or their Affiliates receive receives a refund of any Taxes that any of the Partnership Parties is responsible for hereunder, the party receiving such refund shall, within ninety (90) days after receipt of such refund, remit it to the party who has responsibility for such Taxes hereunder. The Parties parties shall cooperate in order to take all necessary steps to claim any such refund.