Common use of Responsibility for Tax Audits and Contests Clause in Contracts

Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreement, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned). (c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigm, not to be unreasonably withheld, conditioned or delayed.

Responsibility for Tax Audits and Contests. (a) After 5.5.1 From and after the ClosingClosing Date, Pipeline LLC will notify Paradigm within ten (10) Business Days each of the receipt of a notice Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any proposed assessment pending or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates thatthreatened audits, if determined adversely to the taxpayer or after the lapse of timeadjustments, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreementclaims, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice examinations, assessments or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will control any Proceeding proceedings with respect to Taxes of any Tax or Tax Returns relating to member of the Company Group or with respect to Non-Income Taxes of the Sacagawea InterestsTransferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent relating such failure to give notice actually and materially adversely affects the other Party. 5.5.2 If such Tax Contest relates solely to a period ending on Taxes for which the Buyer is indemnified, in whole or prior in part, under Section 5.3, the Seller shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, the Seller shall keep the Buyer reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Closing, and Pipeline LLC and Paradigm will jointly control Tax Liability of the Buyer or any Tax Proceeding member of the Company Group for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding period or portion thereof after the Closing Date (in a way that would adversely affect the other case of Income Taxes) or the Effective Time (in the case of Non-Income Taxes) without the other’s consent (of the Buyer, which consent will shall not be unreasonably withheld, delayed or conditioned). (c) After 5.5.3 If such Tax Contest relates solely to Taxes for which the ClosingSeller is indemnified under Section 5.3, Terminal LLC will notify PSXP the Buyer shall, at its expense, conduct and Paradigm within ten (10) Business Days UNIT PURCHASE AGREEMENT 56 control the defense and settlement of such Tax Contest, however, the Buyer shall keep the Seller reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC Seller or any member of its Affiliates that, if determined adversely to the taxpayer Company Group for any period or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating portion thereof prior to or with respect to including the Mountrail Interests Closing Date (in the case of Income Taxes) or PSXP Assets to the extent relating solely to a period ending on or prior to Effective Time (in the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other case of Non-Income Taxes) without the other’s consent (of the Seller, which consent will shall not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of . 5.5.4 If such Tax Proceeding Contest relates to Taxes for which both the Buyer and the Seller are indemnified under Section 5.3, the party with the greater potential indemnity obligation with respect to such Straddle Period Tax Contest shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, such party shall be subject keep the other party reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability or indemnity obligation hereunder of such other party without the consent of Paradigmsuch other party, which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned.

Responsibility for Tax Audits and Contests. Except with respect to Flow-Through Income Taxes, the Party (aor Parties) After responsible for the ClosingTaxes under Section 7.01(a) for a period ending on or before the Closing Date shall control any audit or contest with respect to such Taxes, Pipeline LLC will and Newco shall control any audit or contest relating to a Straddle Period; provided, with respect to a Straddle Period, the other Parties may participate at such Party’s own cost and expense. With respect to Flow-Through Income Taxes, Xxxxx Holdings, Flowco Production Solutions, or Flogistix Holdings, as applicable, shall control any audit or contest with respect to such Flow-Through Income Taxes of the relevant Xxxxx Company, Flowco Company or Flogistix Company, respectively, relating to a Pre-Closing Date Tax Period, and Newco shall control any such audit or contest relating to a Straddle Period; provided, with respect to such Straddle Period audit or contest, Xxxxx Holdings, Flowco Production Solutions, or Flogistix Holdings, as applicable, may participate in such audit or contest at such Party’s own cost and expense. If, after the Closing Date, any Party receives notice of any audit or contest contemplated by this Section 7.01(d), the receiving Party shall notify Paradigm the Party in control of such audit or contest under this Section 7.01(d) within ten (10) Business Days days of receipt of such notice. The Party in control of an audit or contest shall keep the other Parties reasonably informed of the receipt status of a notice of any proposed assessment the audit or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreement, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include contest (including providing copies of any notice correspondence and pleadings), and the Party (or Parties) in control shall provide the other document received from any Governmental Authority in respect of Parties, at such other Parties’ expense, the right to be present at, and participate in, any such asserted Tax. (b) Paradigm will control any Proceeding with respect to any Tax audit or Tax Returns relating to or with respect to contest. None of the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will Parties shall settle any Tax Proceeding audit or contest in a way that would adversely affect the other Parties without such other Party’s written consent, which the other’s consent (which consent will other Party shall not be unreasonably withheld, delayed or conditioned). (c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days withhold. Each of the receipt of Parties, as applicable, shall provide the other Parties with all information reasonably necessary to conduct an audit or contest with respect to Taxes. If a notice of Governmental Authority issues an “imputed underpayment” (as defined in Code Section 6225) assessment (or similar assessment under state, local, and non-U.S. tax law) against any proposed assessment or commencement of any Company treated as a partnership for U.S. federal income Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds purposes for Flow-Through Income Taxes for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect Pre-Closing Date Tax Period (or a Straddle Period), then the rights of Terminal LLC under this AgreementParties, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax such entity, shall cause the applicable partnership to make a “push out” election under Code Section 6226 (or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closingany corresponding election under state, local and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditionednon-U.S. tax law) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigm, not to be unreasonably withheld, conditioned or delayed.imputed underpayment..

Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will Buyer shall notify Paradigm Pioneer in writing within ten fifteen (1015) Business Days days of the receipt of a the notice of any proposed assessment or commencement of any Tax audit or administrative or judicial Proceeding and of any Tax demand or claim on Pipeline LLC Buyer or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, that could reasonably be grounds for a claim against Paradigm expected to result in an indemnification obligation of Pioneer or Seller pursuant to Section 8.1the terms of this Agreement (a “Tax Claim”); provided that failure to timely provide such notice will shall not affect the rights right of Pipeline LLC under this AgreementBuyer’s indemnification hereunder, except to the extent Paradigm Pioneer or Seller is materially prejudiced by such delay or omission. Such notice will shall contain factual information describing the asserted Tax liability in reasonable detail and will shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted TaxTax liability. (b) Paradigm will Pioneer shall have the right to control any Proceeding with respect to any Tax Claim, provided that Pioneer shall (i) keep Buyer reasonably informed of the progress of such Proceeding, (ii) allow Buyer (or Buyer’s counsel) to be an observer in any meeting related to such Proceeding with the applicable Governmental Authority at its own cost and expense, and (iii) not settle, compromise and/or concede any portion of such Proceeding that would reasonably be expected to materially affect the Tax Returns relating to or liability of Buyer with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent taxable year (which consent will not be unreasonably withheld, delayed or conditioned). (cportion thereof) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim beginning on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other Closing Date without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of ParadigmBuyer, which consent shall not to be unreasonably withheld, conditioned or delayed; provided, further, that, in the event Pioneer does not elect to control any such Proceeding, Buyer shall (i) keep Pioneer reasonably informed of the progress of such Proceeding, (ii) allow Pioneer (or Pioneer’s counsel) to be an observer in any meeting related to such Proceeding with the applicable Governmental Authority at its own cost and expense, and (iii) not settle, compromise and/or concede any portion of such Proceeding without the consent of Pioneer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer and Pioneer shall each provide the other with all information reasonably necessary to conduct a Tax audit with respect to Taxes or the transactions contemplated by this Agreement.

Responsibility for Tax Audits and Contests. (ai) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a If notice of any proposed assessment action, suit, investigation, or commencement audit by any Governmental Authority with respect to Taxes of any of the Acquired Companies (a “Tax Proceeding and of any Tax demand or claim on Pipeline LLC Claim”) is received by Buyer or any of its Affiliates that, if determined adversely to the taxpayer or Acquired Companies after the lapse of time, could Closing for which Sellers may reasonably be grounds for a claim against Paradigm expected to be liable pursuant to Section 8.18.6(a), Buyer shall notify the Sellers in writing of such Tax Claim; provided provided, however, that the failure to timely provide give such notice will as provided herein shall not affect the rights relieve Sellers of Pipeline LLC their obligations under this Agreement, Section 8.6(a) except to the extent Paradigm is that the Sellers are actually and materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Taxthereby. (bii) Paradigm will Sellers shall control any Proceeding audit or contest with respect to Taxes for taxable periods that end before the Effective Date; provided, (A) Sellers shall keep Buyer reasonably informed and consult in good faith with Buyer and its advisors with respect to any Tax or Tax Returns issue relating to such audit or with respect contest; (B) Buyer shall have the right to consent to the Sacagawea Interestsselection of counsel or other advisors in connection with such audit or contest, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will shall not be unreasonably withheld; (C) Sellers shall provide Buyer with copies of all correspondence, delayed notices and other written materials received from the Taxing authority and shall otherwise keep Buyer and its advisors advised of significant developments in the audit or conditioned). (c) After the Closing, Terminal LLC will notify PSXP controversy and Paradigm within ten (10) Business Days of significant communications involving representatives of the receipt of Taxing authority; (D) Sellers shall provide Buyer with a notice copy of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely written submission to be sent to a Taxing authority prior to the taxpayer submission thereof and shall give serious and good faith consideration to any comments or after the lapse of timesuggested revisions that Buyer or its advisors may have with respect thereto; and (E) there will be no settlement, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreementresolution, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice closing or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding agreement with respect to any Tax such audit or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other contest without the other’s consent (of Buyer, which consent will shall not be unreasonably withheld, delayed . Buyer shall control any audit or conditioned) and any settlement or other resolution of such Tax Proceeding contest with respect to such Straddle Period Taxes for taxable periods that begin on or after the Effective Date. Buyer and Sellers shall be subject each provide the other with all information reasonably necessary to the consent of Paradigm, not conduct an audit or contest with respect to be unreasonably withheld, conditioned or delayed.Taxes

Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days With respect to any audit or contest relating to Taxes or Tax Returns in respect of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC Company or any Subsidiary for any Pre-Closing Tax Period, Seller will control all proceedings, may make all decisions (including selection of counsel) and, without limiting the foregoing, may in its Affiliates thatsole discretion, if determined adversely to the taxpayer pursue or after the lapse of timeforgo any and all administrative appeals, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreementproceedings, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail hearing and will include copies of any notice or other document received from conferences with any Governmental Authority taken in connection thereof. If such audit or contest could give rise to Taxes for which the Company or any Acquired Company may be liable, Seller shall keep Buyer timely informed with respect to any impending settlement, compromise and/or concession of any such asserted Taxaudit or contest and Seller shall in good faith allow Buyer to make comments to Seller regarding the conduct of or positions taken in any such audit or contest. (b) Paradigm will control any Proceeding with With respect to any Tax audit or contest relating to Taxes or Tax Returns relating to in respect of any Acquired Company for any Tax period ending after the Closing Date (other than a Straddle Period), Buyer will control all proceedings, may make all decisions (including selection of counsel) and, without limiting the foregoing, may in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Authority taken in connection thereof. (c) Seller and Buyer shall jointly control any audit, contest or proceeding with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets Taxes or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control Tax Returns in respect of any Tax Proceeding Acquired Company for any Straddle Period. Neither Paradigm ; provided, however, that Buyer will have the ultimate authority to determine settlement terms or any other resolution of such matter. (d) Notwithstanding any other provision of this Agreement, neither Buyer nor Pipeline LLC will Seller shall settle any Tax Proceeding audit or contest in a way that would adversely affect the other Party in any material respect, without the otherother Party’s consent (which consent will not be unreasonably withheld, delayed or conditioned). (c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigmwritten consent, not to be unreasonably withheld, conditioned or delayed. (e) In the event of any conflict or overlap between the provisions of this 0 and 0, the provisions of this 0 shall control.

Responsibility for Tax Audits and Contests. (ai) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a If notice of any proposed assessment action, suit, investigation or commencement audit with respect to Pre-Closing Taxes of any Tax Proceeding and of any Tax demand the Company or claim on Pipeline LLC its Subsidiaries shall be received by the Buyer (or any of its Affiliates thatAffiliate), if determined adversely to the taxpayer or after Buyer shall promptly notify the lapse of timeSeller in writing; provided, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided however, that the failure to timely provide give such notice will as provided herein shall not affect relieve the rights Seller of Pipeline LLC under this Agreement, liability for Pre-Closing Taxes except to the extent Paradigm that the Seller is actually and materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Taxthereby. (bii) Paradigm will The Seller shall have the right to control any Proceeding with respect audit or contest relating solely to any Tax Pre-Closing Periods of the Company or Tax Returns relating to or with respect its Subsidiaries upon giving written notice to the Sacagawea InterestsBuyer of the Seller’s intent to control such audit or contest and recognition that the Taxes that are the subject of such audit or contest are Pre-Closing Taxes for which the Seller is responsible pursuant to Section 6.7(b)(iv); provided, Three Bears Interestshowever, Exemplary Intereststhat (A) the Seller shall keep the Buyer reasonably informed of the progress of such audit or contest, Exemplary Assets (B) the Buyer may participate in the conduct of such audit or Three Bears Joint Venture Interest contest at its own expense to the extent relating solely to such audit or contest could affect Taxes, or a position on a Tax Return, for a taxable period ending on or prior to that ends after the ClosingClosing Date, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will (C) the Seller shall not settle any Tax Proceeding in a way that would adversely affect the other such audit or contest without the otherBuyer’s consent (prior written consent, which consent will shall not be unreasonably withheld, delayed or conditioned). (ciii) After The Buyer shall have the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of right to control any proposed assessment audit or commencement of any Tax Proceeding and of any Tax demand contest that does not relate solely to Pre-Closing Periods or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer extent the Seller does not control such audit or after the lapse of time, could reasonably be grounds for a claim against PSXP contest pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to 6.7(c)(ii). To the extent PSXP is materially prejudiced by such delay audit or omission. Such notice will contain factual information describing contest relates to a Pre-Closing Period or Straddle Period of the asserted Tax liability Company or its Subsidiaries, (A) the Buyer shall keep the Seller reasonably informed of the progress of such audit or contest; (B) the Seller may participate in reasonable detail the conduct of such audit or contest at its own expense, and will include copies of any notice or other document received from any Governmental Authority in respect of (C) the Buyer shall not settle any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax audit or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other contest without the otherSeller’s consent (prior written consent, which consent will shall not be unreasonably withheld, delayed delayed, or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigm, not to be unreasonably withheld, conditioned or delayed.

Responsibility for Tax Audits and Contests. (a) After 5.5.1 From and after the ClosingClosing Date, Pipeline LLC will notify Paradigm within ten (10) Business Days each of the receipt of a notice Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any proposed assessment pending or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates thatthreatened audits, if determined adversely to the taxpayer or after the lapse of timeadjustments, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreementclaims, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice examinations, assessments or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will control any Proceeding proceedings with respect to Taxes of any Tax or Tax Returns relating to member of the Company Group or with respect to Non-Income Taxes of the Sacagawea InterestsTransferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent relating such failure to give notice actually and materially adversely affects the other Party. Unit Purchase Agreement 55 5.5.2 If such Tax Contest relates solely to a period ending on Taxes for which the Buyer is indemnified, in whole or prior in part, under Section 5.3, the Seller shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, the Seller shall keep the Buyer reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Closing, and Pipeline LLC and Paradigm will jointly control Tax Liability of the Buyer or any Tax Proceeding member of the Company Group for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding period or portion thereof after the Closing Date (in a way that would adversely affect the other case of Income Taxes) or the Effective Time (in the case of Non-Income Taxes) without the other’s consent (of the Buyer, which consent will shall not be unreasonably withheld, delayed or conditioned). (c) After 5.5.3 If such Tax Contest relates solely to Taxes for which the ClosingSeller is indemnified under Section 5.3, Terminal LLC will notify PSXP the Buyer shall, at its expense, conduct and Paradigm within ten (10) Business Days control the defense and settlement of such Tax Contest, however, the Buyer shall keep the Seller reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC Seller or any member of its Affiliates that, if determined adversely to the taxpayer Company Group for any period or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating portion thereof prior to or with respect to including the Mountrail Interests Closing Date (in the case of Income Taxes) or PSXP Assets to the extent relating solely to a period ending on or prior to Effective Time (in the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other case of Non-Income Taxes) without the other’s consent (of the Seller, which consent will shall not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of . 5.5.4 If such Tax Proceeding Contest relates to Taxes for which both the Buyer and the Seller are indemnified under Section 5.3, the party with the greater potential indemnity obligation with respect to such Straddle Period Tax Contest shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, such party shall be subject keep the other party reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability or indemnity obligation hereunder of such other party without the consent of Paradigmsuch other party, which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned.

Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a If notice of any proposed assessment action, suit, investigation or commencement audit with respect to Pre-Closing Taxes of any Tax Proceeding and of any Tax demand a Company or claim on Pipeline LLC its Subsidiaries is received by the Seller or the Buyer (or any of its Affiliates thattheir respective Affiliates), if determined adversely to the taxpayer or after Party receiving such notice shall promptly notify the lapse of timeother Party in writing; provided, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided however, that the failure to timely provide give such notice will as provided herein shall not affect relieve the rights Seller of Pipeline LLC under this Agreement, liability for Pre-Closing Taxes except to the extent Paradigm that the Seller is actually and materially prejudiced by such delay or omissionthereby. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will The Seller shall control any Proceeding audit or contest relating to Pre-Closing Taxes; provided, however, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of such contest or audit, (B) the Buyer may retain separate co-counsel at its sole cost and expense, and participate in the defense of with respect to such contest or audit, including having an opportunity to review and reasonably comment on any written materials prepared in connection with such audit or contest and the right to attend and participate in any conferences of other Proceedings relating thereto, and (C) the Buyer shall control the conduct of any audit or contest of those Tax items of a Company or Tax Returns relating to or with respect its Subsidiaries related to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to portion of a Straddle Period beginning after the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle PeriodClosing Date. Neither Paradigm the Buyer nor Pipeline LLC will the Seller shall settle any Tax Proceeding such audit or contest in a way that would adversely affect the other Party without the otherother Party’s consent (written consent, which consent will the other Party shall not be unreasonably withheldwithhold, delayed or conditioned). (c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omissioncondition. Such notice will contain factual The Buyer and the Seller shall each provide the other with all information describing the asserted Tax liability in reasonable detail and will include copies of any notice authorizations reasonably necessary to conduct an audit or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding contest with respect to any Tax or Tax Returns Taxes relating to the Companies and their Subsidiaries for Pre‑Closing Periods or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigm, not to be unreasonably withheld, conditioned or delayedPeriods.

Responsibility for Tax Audits and Contests. (a) After 5.5.1 From and after the ClosingClosing Date, Pipeline LLC will notify Paradigm within ten (10) Business Days each of the receipt of a notice Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any proposed assessment pending or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates thatthreatened audits, if determined adversely to the taxpayer or after the lapse of timeadjustments, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreementclaims, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice examinations, assessments or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will control any Proceeding proceedings with respect to Taxes of any Tax or Tax Returns relating to member of the Company Group or with respect to Non-Income Taxes of the Sacagawea InterestsTransferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent relating such failure to give notice actually and materially adversely affects the other Party. 5.5.2 If such Tax Contest relates solely to a period ending on Taxes for which the Buyer is indemnified, in whole or prior in part, under Section 5.3, the Seller shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, the Seller shall keep the Buyer reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Closing, and Pipeline LLC and Paradigm will jointly control Tax Liability of the Buyer or any Tax Proceeding member of the Company Group for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding period or portion thereof after the Closing Date (in a way that would adversely affect the other case of Income Taxes) or the Effective Time (in the case of Non-Income Taxes) without the other’s consent (of the Buyer, which consent will shall not be unreasonably withheld, delayed or conditioned). (c) After 5.5.3 If such Tax Contest relates solely to Taxes for which the ClosingSeller is indemnified under Section 5.3, Terminal LLC will notify PSXP the Buyer shall, at its expense, conduct and Paradigm within ten (10) Business Days UNIT PURCHASE AGREEMENT 56 control the defense and settlement of such Tax Contest, however, the Buyer shall keep the Seller reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC Seller or any member of its Affiliates that, if determined adversely to the taxpayer Company Group for any period or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating portion thereof prior to or with respect to including the Mountrail Interests Closing Date (in the case of Income Taxes) or PSXP Assets to the extent relating solely to a period ending on or prior to Effective Time (in the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other case of Non- Income Taxes) without the other’s consent (of the Seller, which consent will shall not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of . 5.5.4 If such Tax Proceeding Contest relates to Taxes for which both the Buyer and the Seller are indemnified under Section 5.3, the party with the greater potential indemnity obligation with respect to such Straddle Period Tax Contest shall, at its expense, conduct and control the defense and settlement of such Tax Contest, however, such party shall be subject keep the other party reasonably informed regarding such Tax Contest and shall not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax Liability or indemnity obligation hereunder of such other party without the consent of Paradigmsuch other party, which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned.

Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a If notice of any proposed assessment action, suit, investigation or commencement audit with respect to Pre-Closing Taxes of any Tax Proceeding and of any Tax demand a Company or claim on Pipeline LLC its Subsidiaries is received by the Seller or the Buyer (or any of its Affiliates thattheir respective Affiliates), if determined adversely to the taxpayer or after Party receiving such notice shall promptly notify the lapse of timeother Party in writing; provided, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided however, that the failure to timely provide give such notice will as provided herein shall not affect relieve the rights Seller of Pipeline LLC under this Agreement, liability for Pre-Closing Taxes except to the extent Paradigm that the Seller is actually and materially prejudiced by such delay or omissionthereby. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax. (b) Paradigm will The Seller shall control any Proceeding audit or contest relating to Pre-Closing Taxes; provided, however, that (A) the Seller shall keep the Buyer reasonably informed regarding the progress and substantive aspects of such contest or audit, (B) the Buyer may retain separate co-counsel at its sole cost and expense, and participate in the defense of with respect to such contest or audit, including having an opportunity to review and reasonably comment on any written materials prepared in connection with such audit or contest and the right to attend and participate in any conferences of other Proceedings relating thereto, and (C) the Buyer shall control the conduct of any audit or contest of those Tax items of a Company or Tax Returns relating to or with respect its Subsidiaries related to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to portion of a Straddle Period beginning after the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle PeriodClosing Date. Neither Paradigm the Buyer nor Pipeline LLC will the Seller shall settle any Tax Proceeding such audit or contest in a way that would adversely affect the other Party without the otherother Party’s consent (written consent, which consent will the other Party shall not be unreasonably withheldwithhold, delayed or conditioned). (c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omissioncondition. Such notice will contain factual The Buyer and the Seller shall each provide the other with all information describing the asserted Tax liability in reasonable detail and will include copies of any notice authorizations reasonably necessary to conduct an audit or other document received from any Governmental Authority in respect of any such asserted Tax. (d) PSXP will control any Proceeding contest with respect to any Tax or Tax Returns Taxes relating to the Companies and their Subsidiaries for Pre-Closing Periods or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period ending on or prior to the Closing, and Terminal LLC and PSXP will jointly control any such Tax Proceeding for any Straddle Period. Neither PSXP nor Terminal LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned) and any settlement or other resolution of such Tax Proceeding with respect to such Straddle Period shall be subject to the consent of Paradigm, not to be unreasonably withheld, conditioned or delayedPeriods.