* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
3
TAXES (OTHER THAN COLLECTED TAXES, DEFINED BELOW) OR CLAIMS, CAUSES OF ACTION,
COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) AND ANY OTHER
LIABILITIES OF ANY NATURE WHATSOEVER RELATED TO SUCH TAXES TO THE EXTENT SUCH
TAXES RELATE TO AMOUNTS PAID UNDER THIS AMENDMENT.
B.
ANY SALES OR USE
TAXES DESCRIBED IN 6.A ABOVE THAT (I) ARE OWED
BY EITHER PARTY SOLELY AS A RESULT OF ENTERING INTO THIS AGREEMENT AND THE
PAYMENT OF THE FEES HEREUNDER, (II) ARE REQUIRED TO BE COLLECTED FROM THAT PARTY
UNDER APPLICABLE LAW, AND (III) ARE BASED SOLELY UPON THE AMOUNTS PAYABLE UNDER
THIS AGREEMENT (SUCH TAXES THE "COLLECTED TAXES"), WILL BE STATED SEPARATELY AS
APPLICABLE ON PAYEE'S INVOICES AND WILL BE REMITTED BY THE OTHER PARTY TO THE
PAYEE, UPON REQUEST PAYEE SHALL REMIT TO THE OTHER PARTY OFFICIAL TAX RECEIPTS
INDICATING THAT SUCH COLLECTED TAXES HAVE BEEN COLLECTED AND PAID BY THE PAYEE.
EITHER PARTY MAY PROVIDE THE OTHER PARTY AN EXEMPTION CERTIFICATE ACCEPTABLE TO
THE RELEVANT TAXING AUTHORITY (INCLUDING WITHOUT LIMITATION A RESALE
CERTIFICATE) IN WHICH CASE PAYEE SHALL NOT COLLECT THE TAXES COVERED BY SUCH
CERTIFICATE.
EACH PARTY AGREES TO TAKE SUCH COMMERCIALLY REASONABLE STEPS AS
ARE REQUESTED BY THE OTHER PARTY TO MINIMIZE SUCH COLLECTED TAXES IN ACCORDANCE
WITH ALL RELEVANT LAWS AND TO COOPERATE WITH AND ASSIST THE OTHER PARTY, IN
CHALLENGING THE VALIDITY OF ANY COLLECTED TAXES OR TAXES OTHERWISE PAID BY THE
PAYOR PARTY.
EACH PARTY SHALL INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM
ANY COLLECTED TAXES, PENALTIES, INTEREST, OR ADDITIONS TO TAX ARISING FROM
AMOUNTS PAID BY ONE PARTY TO THE OTHER UNDER THIS AGREEMENT, THAT ARE ASSERTED
OR ASSESSED AGAINST ONE PARTY TO THE EXTENT SUCH AMOUNTS RELATE TO AMOUNTS THAT
ARE PAID TO OR COLLECTED BY ONE PARTY FROM THE OTHER UNDER THIS SECTION. IF ANY
TAXING AUTHORITY REFUNDS ANY TAX TO A PARTY THAT THE OTHER PARTY ORIGINALLY
PAID, OR A PARTY OTHERWISE BECOMES AWARE THAT ANY TAX WAS INCORRECTLY AND/OR
ERRONEOUSLY COLLECTED FROM THE OTHER PARTY, THEN THAT PARTY SHALL PROMPTLY REMIT
TO THE OTHER PARTY AN AMOUNT EQUAL TO SUCH REFUND, OR INCORRECT COLLECTION AS
THE CASE MAY BE PLUS ANY INTEREST THEREON.
C.
IF TAXES ARE REQUIRED TO BE WITHHELD ON ANY AMOUNTS OTHERWISE TO
BE PAID BY ONE PARTY TO THE OTHER, THE PAYING PARTY SHALL DEDUCT SUCH TAXES FROM
THE AMOUNT OTHERWISE OWED AND PAY THEM TO THE APPROPRIATE TAXING AUTHORITY.
AT
A PARTY'S WRITTEN REQUEST AND EXPENSE, THE PARTIES SHALL USE REASONABLE EFFORTS
TO COOPERATE WITH AND ASSIST EACH OTHER IN OBTAINING TAX CERTIFICATES OR OTHER
APPROPRIATE DOCUMENTATION EVIDENCING SUCH PAYMENT, PROVIDED, HOWEVER, THAT THE
RESPONSIBILITY FOR SUCH DOCUMENTATION SHALL REMAIN WITH THE PAYEE PARTY.
IF ONE
PARTY IS REQUIRED BY ANY NON-U.S.A. GOVERNMENT TO WITHHOLD INCOME TAXES ON
PAYMENTS TO THE OTHER PARTY, THEN SUCH PARTY MAY DEDUCT SUCH TAXES FROM THE
AMOUNT OWED TO THE OTHER PARTY AND SHALL