Common use of Tax Allocation and Indemnification Clause in Contracts

Tax Allocation and Indemnification. Except as provided in Section 7.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

Tax Allocation and Indemnification. Except as provided in Section 7.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm Delaware Logistics Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm Delaware Logistics Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Delaware Logistics Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Delaware Logistics Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Delaware Logistics Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

Tax Allocation and Indemnification. Except as provided in Section 7.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm Subject Interests or the Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Subject Interests or the Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Subject Interests or the Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Subject Interests or the Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

Tax Allocation and Indemnification. Except as provided in Section 7.56.8(b), PBF Energy EQT Gathering shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership EQM and EQM Gathering Opco for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods ending on or prior to the Closing Date of the Asset Contribution (the “Pre-Closing Period”), and the Partnership EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy EQT Gathering for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods beginning after the Closing Date of the Asset Contribution (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Assets that are payable for any taxable period that begins before and ends after the Closing Date of the Asset Contribution (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date of the Asset Contribution (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date of the Asset Contribution and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing DateDate of the Asset Contribution. PBF Energy EQT Gathering shall be responsible for, and shall indemnify the Partnership EQM and the Partnership EQM Gathering Opco for, all Taxes related to the Toledo Tank Farm Assets Assets, Subco and the Subco Interests with respect to the portion of any Tax Straddle Period prior to the Closing DateDate for the Asset Contribution and Subco Assignment, respectively. The Partnership EQM and EQM Gathering Opco shall be responsible for, and shall indemnify PBF Energy EQT Gathering for all Taxes related to the Toledo Tank Farm Assets and the Subco Interests with respect to the portion of any Tax Straddle Period after the Closing DateDate for the Asset Contribution and Subco Assignment, respectively.

Tax Allocation and Indemnification. Except as provided in Section 7.56.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm Assets Subject Interests attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm Assets Subject Interests attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Assets Subject Interests that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Assets Subject Interests with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Assets Subject Interests with respect to the portion of any Tax Straddle Period after the Closing Date.

Tax Allocation and Indemnification. Except as provided in Section 7.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm Subject Interests or the Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Subject Interests or the Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the 25 Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Subject Interests or the Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Subject Interests or the Assets with respect to the portion of any Tax Straddle Period after the Closing Date.. Section 7.4

Tax Allocation and Indemnification. Except as provided in Section 7.55.3(b), PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership EQM or its designee for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods ending on or prior to the Closing Cut-off Date (the “Pre-Closing EQT Gathering Period”), and the Partnership EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods beginning on or after the Closing Cut-off Date (the “Post-Closing EQM Period”). In the case of any Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests that are payable for any taxable period that begins before and ends after the Closing Cut-off Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Cut-off Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) prior to the Closing Cut-off Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing day prior to the Cut-off Date. PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, shall be responsible for, and shall indemnify the Partnership and the Partnership EQM for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests with respect to the portion of any Tax Straddle Period prior to the Closing Cut-off Date. The Partnership EQM shall be responsible for, and shall indemnify PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, for all Taxes related to the Toledo Tank Farm Transferred Assets and the Subject Interests with respect to the portion of any Tax Straddle Period on or after the Closing Cut-off Date. For the avoidance of doubt, this Section 5.3 is applicable (i) to EQT Gathering with respect to matters concerning the Assets and the Asset Sale and (ii) to EQT Gathering Holdings with respect to matters concerning the Subject Interests, the AVC Assets, the Xxxxx Assets, the AVC Sale and the Xxxxx Sale.

Tax Allocation and Indemnification. Except as provided in Section 7.55.3(b), PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership EQM or its designee for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods ending on or prior to the Closing Cut-off Date (the “Pre-Closing EQT Gathering Period”), and the Partnership EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods beginning on or after the Closing Cut-off Date (the “Post-Closing EQM Period”). In the case of any Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests that are payable for any taxable period that begins before and ends after the Closing Cut-off Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Cut-off Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) prior to the Closing Cut-off Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing day prior to the Cut- off Date. PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, shall be responsible for, and shall indemnify the Partnership and the Partnership EQM for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests with respect to the portion of any Tax Straddle Period prior to the Closing Cut-off Date. The Partnership EQM shall be responsible for, and shall indemnify PBF Energy EQT Gathering or EQT Gathering Holdings, as applicable, for all Taxes related to the Toledo Tank Farm Transferred Assets and the Subject Interests with respect to the portion of any Tax Straddle Period on or after the Closing Cut-off Date. For the avoidance of doubt, this Section 5.3 is applicable (i) to EQT Gathering with respect to matters concerning the Assets and the Asset Sale and (ii) to EQT Gathering Holdings with respect to matters concerning the Subject Interests, the AVC Assets, the Xxxxx Assets, the AVC Sale and the Xxxxx Sale.

Tax Allocation and Indemnification. Except as provided in Section 7.55.8(b), PBF Energy Newco shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership AMID for, all Taxes related to the Toledo Tank Farm Blackwater Assets or the Blackwater Entities attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”)) and all Taxes related to payments made to the employees of the Blackwater Entities at or prior to Closing, and the Partnership AMID shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy Newco for, all Taxes related to the Toledo Tank Farm Blackwater Assets or the Blackwater Entities attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Blackwater Assets or the Blackwater Entities (other than Taxes related to payments made to the employees of the Blackwater Entities at or prior to Closing) that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy Notwithstanding the foregoing, AMID shall assume responsibility for any payroll taxes associated with the payment of bonuses to be responsible formade to management and non-management Persons as described in Blackwater Disclosure Schedule 4.18(i). Newco and AMID shall agree to the allocation of Taxes attributable to a Straddle Period at least 30 days prior to the date the Tax Return for such Straddle Period is due to be filed, and Newco shall indemnify the Partnership and the Partnership for, all pay its share of such Taxes related to the Toledo Tank Farm Assets AMID within 15 days of such determination. The right of AMID or Newco to seek indemnification with respect to the portion of any Tax Straddle Period prior Taxes pursuant to the Closing Date. The Partnership shall be responsible forthis Section 5.8(c) is neither senior nor subordinate to such party’s right to seek indemnification pursuant to Article VIII, and such party may, in its sole discretion, seek such indemnification pursuant to either this Section 5.8(c) or Article VIII; provided that (i) any recovery shall indemnify PBF Energy for all Taxes related not be duplicative and (ii) the indemnification procedures set forth in Section 8.4 shall apply to the Toledo Tank Farm Assets with respect any indemnification claim pursuant to the portion of any Tax Straddle Period after the Closing Datethis Section 5.8(c).

Tax Allocation and Indemnification. Except as provided in Section 7.55.8(b), PBF Energy EQT Gathering shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership EQM and EQM Gathering Opco for, all Taxes related to the Toledo Tank Farm Jupiter Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy EQT Gathering for, all Taxes related to the Toledo Tank Farm Jupiter Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm Jupiter Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy EQT Gathering shall be responsible for, and shall indemnify the Partnership EQM and the Partnership EQM Gathering Opco for, all Taxes related to the Toledo Tank Farm Jupiter Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership EQM and EQM Gathering Opco shall be responsible for, and shall indemnify PBF Energy EQT Gathering for all Taxes related to the Toledo Tank Farm Jupiter Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

Tax Allocation and Indemnification. Except as provided in Section 7.55.8(b), PBF Energy Rice Midstream shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership EQM or its designee for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods ending on or prior to the Closing Cut-off Date (the “Pre-Closing Rice Midstream Period”), and the Partnership EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy Rice Midstream for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests attributable to taxable periods beginning on or after the Closing Cut-off Date (the “Post-Closing EQM Period”). In the case of any Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests that are payable for any taxable period that begins before and ends after the Closing Cut-off Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Cut-off Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period portion of such Straddle Period ending on (and including) prior to the Closing Cut-off Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing day prior to the Cut-off Date. PBF Energy Rice Midstream shall be responsible for, and shall indemnify the Partnership and the Partnership EQM for, all Taxes related to the Toledo Tank Farm Transferred Assets or Subject Interests with respect to the portion of any Tax Straddle Period prior to the Closing Cut-off Date. The Partnership EQM shall be responsible for, and shall indemnify PBF Energy for Rice Midstream for, all Taxes related to the Toledo Tank Farm Transferred Assets and the Subject Interests with respect to the portion of any Tax Straddle Period on or after the Closing Cut-off Date.

Tax Allocation and Indemnification. Except as provided in Section 7.5, PBF Energy shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify the Partnership for, all Taxes related to the Toledo Tank Farm West Rack Assets attributable to taxable periods ending on or prior to the Closing Date (the “Pre-Closing Period”), and the Partnership shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify PBF Energy for, all Taxes related to the Toledo Tank Farm West Rack Assets attributable to taxable periods beginning after the Closing Date (the “Post-Closing Period”). In the case of any Taxes related to the Toledo Tank Farm West Rack Assets that are payable for any taxable period that begins before and ends after the Closing Date (any “Tax Straddle Period”), the portion of such Taxes attributable to the period of time prior to the Closing Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the Tax Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the Closing Date. PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm West Rack Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date. The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm West Rack Assets with respect to the portion of any Tax Straddle Period after the Closing Date.