Common use of Tax Opinions Clause in Contracts

Tax Opinions. (i) SXL shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. dated as of the Closing Date to the effect that (i) at least 90% of the gross income of SXL for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) at least 90% of the combined gross income of each of SXL and ETP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. shall be entitled to receive and rely upon representations, warranties and covenants of officers of the SXL Entities and the ETP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request. (ii) ETP shall have received an opinion of Xxxxxx & Xxxxxxx LLP dated as of the Closing Date to the effect that at least 90% of the gross income of ETP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the ETP Entities and any of its respective affiliates as to such matters as such counsel may reasonably request.

Tax Opinions. (i) SXL TMLP shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP dated as of the Closing Date to the effect that (iA) at least 90% of the gross income of SXL TMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (iiB) at least 90% of the combined gross income of each of SXL TMLP and ETP WMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the SXL Entities TMLP Parties and the ETP Entities WMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request. (ii) ETP WMLP shall have received an opinion of Xxxxxx & Xxxxxxx LLP Xxxxxx L.L.P. dated as of the Closing Date to the effect that at least 90% of the gross income of ETP WMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP Xxxxxx L.L.P. shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the ETP Entities WMLP Parties and any of its their respective affiliates as to such matters as such counsel may reasonably request.

Tax Opinions. (i) SXL ETE shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP dated as of the Closing Date to the effect that (i) at least 90% of the gross income of SXL ETE for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) at least 90% of the combined gross income of each of SXL ETE and ETP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. Xxxxxxx LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the SXL Entities ETE and the ETP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request. (ii) ETP shall have received an opinion of Xxxxxx & Xxxxxxx LLP Xxxxxx L.L.P. dated as of the Closing Date to the effect that at least 90% of the gross income of ETP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP Xxxxxx L.L.P. shall be entitled to receive and rely upon representations, warranties and covenants of officers of the ETP Entities and any of its respective affiliates as to such matters as such counsel may reasonably request.

Tax Opinions. (i) SXL WGP shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. LLP dated as of the Closing Date to the effect that (iA) at least 90% of the gross income of SXL WGP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (iiB) at least 90% of the combined gross income of each of SXL WGP and ETP WES for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the SXL Entities WGP and the ETP Entities WES and any of their respective affiliates Affiliates as to such matters as such counsel may reasonably request. (ii) ETP WES shall have received an opinion of Xxxxxx & Xxxxxxx Xxxxxx LLP dated as of the Closing Date to the effect that at least 90% of the gross income of ETP WES for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx Xxxxxx LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the ETP Entities WES and any of its respective affiliates Affiliates as to such matters as such counsel may reasonably request.

Tax Opinions. (i) SXL WGP shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. LLP dated as of the Closing Date to the effect that (iA) at least 90% of the gross income of SXL WGP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (iiB) at least 90% of the combined gross income of each of SXL WGP and ETP XXX for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the SXL Entities WGP and the ETP Entities XXX and any of their respective affiliates Affiliates as to such matters as such counsel may reasonably request. (ii) ETP XXX shall have received an opinion of Xxxxxx & Xxxxxxx Xxxxxx LLP dated as of the Closing Date to the effect that at least 90% of the gross income of ETP XXX for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx Xxxxxx LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the ETP Entities XXX and any of its respective affiliates Affiliates as to such matters as such counsel may reasonably request.

Tax Opinions. (i) SXL MPLX shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. Xxxxx Day dated as of the Closing Date to the effect that (iA) at least 90% of the gross income of SXL MPLX for (1) all of the calendar year that immediately precedes the calendar year that includes the Closing Date and (2) each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (iiB) at least 90% of the combined gross income of each of SXL MPLX and ETP ANDX for (1) all of the calendar year that immediately precedes the calendar year that includes the Closing Date and (2) each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxx Day shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the MPLX Parties and the ANDX Parties and any of their respective affiliates as to such matters as such counsel may reasonably request. (ii) ANDX shall have received an opinion of Xxxxxx & Xxxxxx L.L.P. dated as of the Closing Date to the effect that at least 90% of the gross income of ANDX for (A) all of the calendar year that immediately precedes the calendar year that includes the Closing Date and (B) each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxx L.L.P. shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the SXL Entities and the ETP Entities ANDX Parties and any of their respective affiliates as to such matters as such counsel may reasonably request. (ii) ETP shall have received an opinion of Xxxxxx & Xxxxxxx LLP dated as of the Closing Date to the effect that at least 90% of the gross income of ETP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Xxxxxx & Xxxxxxx LLP shall be entitled to receive and rely upon representations, warranties and covenants of officers of the ETP Entities and any of its respective affiliates as to such matters as such counsel may reasonably request.