OF EQUIPMENT, MATERIALS, OR SERVICES, AND OTHER EXEMPTION CERTIFICATES OR
INFORMATION REASONABLY REQUESTED BY EITHER PARTY.
AT IDEARC'S REQUEST, PROVIDER
SHALL PROVIDE IDEARC WITH WRITTEN EVIDENCE OF PROVIDER'S FILING OF ALL REQUIRED
TAX FORMS AND RETURNS AND ITS REMITTANCE OF ALL APPLICABLE SERVICE TAXES.
(G)
TAX AUDITS OR PROCEEDINGS.
EACH PARTY SHALL
PROMPTLY NOTIFY THE OTHER OF, AND COORDINATE WITH THE OTHER THE RESPONSE TO AND
SETTLEMENT OF, ANY CLAIM FOR TAXES ASSERTED BY APPLICABLE TAXING AUTHORITIES FOR
WHICH THE OTHER PARTY IS RESPONSIBLE HEREUNDER.
WITH RESPECT TO ANY CLAIM
ARISING OUT OF A FORM OR RETURN SIGNED BY A PARTY TO THE AGREEMENT, SUCH PARTY
SHALL HAVE THE RIGHT TO ELECT TO CONTROL THE RESPONSE TO AND SETTLEMENT OF THE
CLAIM, PROVIDED THAT SUCH PARTY SHALL GIVE THE OTHER PARTY (I) A REASONABLE
OPPORTUNITY TO PARTICIPATE (AT ITS OWN COST AND EXPENSE) IN ANY ADMINISTRATIVE
CONTEST OR PROCEEDING RELATING THERETO AND (II) A REASONABLE OPPORTUNITY TO
REVIEW (AT ITS OWN COST AND EXPENSE) PRIOR TO SUBMISSION THE TERMS OF ANY
MATERIAL COMMUNICATION SUCH PARTY UNDERTAKES AS PART OF SUCH RESPONSE AND
SETTLEMENT.
THE PARTY CONTROLLING THE RESPONSE TO AND SETTLEMENT OF THE CLAIM
(I) SHALL KEEP THE OTHER PARTY REASONABLY APPRISED AS TO THE STATUS THEREOF, AND
(II) SHALL OBTAIN THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY BEFORE ENTERING
INTO ANY SETTLEMENT OF SUCH CLAIM ASSERTING ANY LIABILITY AGAINST THE OTHER
PARTY, IMPOSING ANY OBLIGATIONS OR RESTRICTIONS ON THE OTHER PARTY, OR OTHERWISE
ADVERSELY
42
IMPACTING THE OTHER PARTY.
IF EITHER PARTY REQUESTS THE OTHER TO CHALLENGE THE
IMPOSITION OF ANY TAX, THE REQUESTING PARTY SHALL REIMBURSE THE OTHER FOR ALL
FINES, PENALTIES, INTEREST, ADDITIONS TO TAXES OR SIMILAR LIABILITIES IMPOSED IN
CONNECTION THEREWITH, PLUS THE REASONABLE LEGAL FEES AND EXPENSES INCURRED IN
CONNECTION WITH PARTICIPATING IN SUCH CHALLENGE.
A PARTY SHALL BE ENTITLED TO
ANY TAX REFUNDS OR REBATES GRANTED TO THE EXTENT SUCH REFUNDS OR REBATES ARE OF
TAXES THAT WERE PAID BY IT.
(H)
TAX FILINGS.
EACH PARTY SHALL FILE ITS
APPROPRIATE TAX RETURNS, AND PAY APPLICABLE TAXES OWED ARISING FROM OR RELATED
TO THE PROVISION OF THE SERVICES IN APPLICABLE JURISDICTIONS.
PROVIDER SHALL
REMIT SERVICE TAXES IN ALL APPLICABLE JURISDICTIONS.
(I)
ACCESS FEES; SURCHARGES.
TO THE EXTENT
THAT ANY ALLOCATION AMONG PROVIDER CUSTOMERS OF ANY LOCAL ACCESS FEE, OR
SURCHARGE, OR OTHER SIMILAR TAX, FEE OR SURCHARGE APPLICABLE TO THE
TELECOMMUNICATIONS PORTION OF THE SERVICES IS WITHIN PROVIDER'S DISCRETION,
PROVIDER SHALL ACT FAIRLY AND EQUITABLY IN ALLOCATING SUCH TAXES, FEES AND
SURCHARGES TO IDEARC AND SHALL NOT TREAT IDEARC LESS FAVORABLY THAN ANY
SIMILARLY SITUATED PROVIDER CUSTOMER.
IF ANY SUCH TAX, FEE OR SURCHARGE IS
SUBSEQUENTLY REDUCED OR VACATED BY THE APPROPRIATE REGULATORY AUTHORITY OR A
COURT OF COMPETENT JURISDICTION, PROVIDER SHALL SEEK A REFUND ON IDEARC'S
BEHALF.
10.13.
BENCHMARKING.
(A)
GENERAL.
BEGINNING ON THE SECOND
ANNIVERSARY OF THE TOWER COMMENCEMENT DATE OF EACH TRANSACTION DOCUMENT AND
THEREAFTER NO MORE THAN ONCE PER YEAR, IDEARC MAY, AT ITS OPTION, ENGAGE AN
INDEPENDENT THIRD