Common use of REIMBURSEMENT FOR REALIZED TAX SAVINGS Clause in Contracts

REIMBURSEMENT FOR REALIZED TAX SAVINGS. To the extent that any Indemnity Amount is paid pursuant to this Section 3 in respect of an Indemnifiable Event, Management shall reimburse Enbridge for any Tax savings (i) which are realized and which Management would not have realized but for such Indemnifiable Event (including, without limitation, in the case of an Indemnifiable Event premised on clause (11) of the definition of Tax Assumptions, Tax savings resulting from deductions associated with the management and control of, or the provision of services to, the MLP to the extent such deductions are not taken into account for the taxable year of the Indemnifiable Event) and (ii) which are actually received or recognized by Management in the form of cash or a cash savings at a time when such cash or cash savings is not otherwise required by Management to pay its legal obligations, including, without limitation, its Taxes, and excluding the obligation created by this Section 3(a)(3) ("Realized Tax Savings"). Management shall pay any Realized Tax Savings within 15 days of the earlier of (i) Management determining that such Realized Tax Savings exist or (ii) any final determination, pursuant to Section 6, that any such Realized Tax Savings exist and are available for payment pursuant to this Section 3(a)(3). Notwithstanding the foregoing, Management shall not be required to make any payment pursuant to this Section 3(a)(3) to the extent that the amount of such payment would exceed (i) the amount of all prior payments by Enbridge to Management pursuant to Section 3(a)(1) with respect to the Indemnifiable Event which gave rise to the Realized Tax Savings, less (ii) the amount of all prior payments by Management pursuant to this Section 3(a)(3) with respect to such Indemnifiable Event. If for any reason any Realized Tax Savings paid to Enbridge pursuant to this Section 3(a)(3) or taken into account in computing the amount of any indemnity payable hereunder pursuant to Section 3(a)(1) shall, as a result of a Final Determination or otherwise, be unavailable, such unavailability shall be treated as an Indemnifiable Event subject to indemnification by Enbridge pursuant to Section 3(a)(1), above.

REIMBURSEMENT FOR REALIZED TAX SAVINGS. To the extent that any Indemnity Amount is paid pursuant to this Section 3 in respect of an Indemnifiable Event, Management shall reimburse Enbridge for any Tax savings (i) which are realized and which Management would not have realized but for such Indemnifiable Event (including, without limitation, in the case of an Indemnifiable Event premised on clause (11) of the definition of Tax Assumptions, Tax savings resulting from deductions associated with the management and control of, or the provision of services to, the MLP to the extent such deductions are not taken into account for the taxable year of the Indemnifiable Event) and (ii) which are actually received or recognized by Management in the form of cash or a cash savings at a time when such cash or cash savings is not otherwise required by Management to pay its legal obligations, including, without limitation, its Taxes, and excluding the obligation created by this Section 3(a)(3) ("Realized Tax Savings"). Management shall pay any Realized Tax Savings within 15 days of the earlier of (i) Management determining that such Realized Tax Savings exist or (ii) any final determination, pursuant to Section 6, that any such Realized Tax Savings exist and are available for payment pursuant to this Section 3(a)(3). Notwithstanding the foregoing, Management shall not be required to make any payment pursuant to this Section 3(a)(3) to the extent that the amount of such payment would exceed (i) the amount of all prior payments by Enbridge to Management pursuant to Section 3(a)(1) with respect to the Indemnifiable Event which gave rise to the Realized Tax Savings, less (ii) the amount of all prior payments by Management pursuant to this Section 3(a)(3) with respect to such Indemnifiable Event. If for any reason any Realized Tax Savings paid to Enbridge pursuant to this Section 3(a)(3) or taken into account in computing the amount of any indemnity payable hereunder pursuant to Section 3(a)(1) shall, as a result of a Final Determination or otherwise, be unavailable, such unavailability shall be treated as an Indemnifiable Event subject to indemnification by Enbridge pursuant to Section 3(a)(1), above.

REIMBURSEMENT FOR REALIZED TAX SAVINGS. To the extent that any Indemnity Amount is paid pursuant to this Section 3 in respect of an Indemnifiable Event, Management shall reimburse Enbridge for any Tax savings (i) which are realized and which Management would not have realized but for such Indemnifiable Event (including, without limitation, in the case of an Indemnifiable Event premised on clause (11) of the definition of Tax Assumptions, Tax savings resulting from deductions associated with the management and control of, or the provision of services to, the MLP to the extent such deductions are not taken into account for the taxable year of the Indemnifiable Event) and (ii) which are actually received or recognized by Management in the form of cash or a cash savings at a time when such cash or cash savings is not otherwise required by Management to pay its legal obligations, including, without limitation, its Taxes, and excluding the obligation created by this Section 3(a)(3) ("Realized Tax Savings"). Management shall pay any Realized Tax Savings within 15 days of the earlier of (i) Management determining that such Realized Tax Savings exist or (ii) any final determination, pursuant to Section 6, that any such Realized Tax Savings exist and are available for payment pursuant to this Section 3(a)(3). Notwithstanding the foregoing, Management shall not be required to make any payment pursuant to this Section 3(a)(3) to the extent that the amount of such payment would exceed (i) the amount of all prior payments by Enbridge to Management pursuant to Section 3(a)(1) with respect to the Indemnifiable Event which gave rise to the Realized Tax Savings, less (ii) the amount of all prior payments by Management pursuant to this Section 3(a)(3) with respect to such Indemnifiable Event. If for any reason any Realized Tax Savings paid to Enbridge pursuant to this Section 3(a)(3) or taken into account in computing the amount of any indemnity payable hereunder pursuant to Section 3(a)(1) shall, as a result of a Final Determination or otherwise, be unavailable, such unavailability shall be treated as an Indemnifiable Event subject to indemnification by Enbridge pursuant to Section 3(a)(1), above.. (b)

REIMBURSEMENT FOR REALIZED TAX SAVINGS. To the extent that any Indemnity Amount is paid pursuant to this Section 3 in respect of an Indemnifiable Event, Management shall reimburse Enbridge KMI for any Tax savings (i) which are realized and which Management would not have realized but for such Indemnifiable Event (including, without limitation, in the case of an Indemnifiable Event premised on clause (11) of the definition of Tax Assumptions, Tax savings resulting from deductions associated with the management and control of, or the provision of services to, the MLP to the extent such deductions are not taken into account for the taxable year of the Indemnifiable Event) and (ii) which are actually received or recognized by Management in the form of cash or a cash savings at a time when such cash or cash savings is not otherwise required by Management to pay its legal obligations, including, without limitation, its Taxes, and excluding the obligation created by this Section 3(a)(3) ("Realized Tax Savings"). ) Management shall pay any Realized Tax Savings within 15 fifteen (15) days of the earlier of (i) Management determining that such Realized Tax Savings exist or (ii) any final determination, pursuant to Section 6, that any such Realized Tax Savings exist and are available for payment pursuant to this Section 3(a)(3). Notwithstanding the foregoing, Management shall not be required to make any payment pursuant to this Section 3(a)(3) to the extent that the amount of such payment would exceed (i) the amount of all prior payments by Enbridge KMI to Management pursuant to Section 3(a)(1) with respect to the Indemnifiable Event which gave rise to the Realized Tax Savings, less (ii) the amount of all prior payments by Management pursuant to this Section 3(a)(3) with respect to such Indemnifiable Event. If for any reason any Realized Tax Savings paid to Enbridge KMI pursuant to this Section 3(a)(3) or taken into account in computing the amount of any indemnity payable hereunder pursuant to Section 3(a)(1) shall, as a result of a Final Determination or otherwise, be unavailable, such unavailability shall be treated as an Indemnifiable Event subject to indemnification by Enbridge KMI pursuant to Section 3(a)(1), above.