Telcom, including the geography from which Services are provided or
where equipment or software is located.
Accenture shall otherwise reasonably
cooperate with Hawaiian Telcom in invoicing Hawaiian Telcom in the most Tax
efficient manner.
(F)
HAWAIIAN TELCOM SHALL BE RESPONSIBLE FOR
AND INVOICED BY ACCENTURE FOR ANY NEW OR INCREASED TAXES, EXCLUDING TAXES BASED
ON INCOME, THAT MAY ARISE FROM ACCENTURE PERFORMING OR PROVIDING SERVICES FROM A
LOCATION DIFFERENT THAN THOSE SPECIFIED IN THE EXHIBIT E (SERVICE LOCATIONS),
UNLESS SUCH CHANGE IS INITIATED BY ACCENTURE (EXCEPT WHERE SUCH ACCENTURE
INITIATION IS THE RESULT OF A CHANGE IN LAWS, WHICH IS ADDRESSED IN SECTION
7.3).
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(G)
THE PARTIES AGREE TO COOPERATE WITH EACH
OTHER TO ENABLE EACH TO MORE ACCURATELY DETERMINE ITS OWN TAX LIABILITY AND TO
MINIMIZE SUCH LIABILITY TO THE EXTENT LEGALLY PERMISSIBLE.
ACCENTURE'S INVOICES
SHALL SEPARATELY STATE THE AMOUNTS OF ANY TAXES ACCENTURE IS COLLECTING FROM
HAWAIIAN TELCOM, AND ACCENTURE SHALL TIMELY REMIT SUCH TAXES TO THE APPROPRIATE
AUTHORITIES.
EACH PARTY SHALL PROVIDE AND MAKE AVAILABLE TO THE OTHER ANY
RESALE, MULTIPLE POINTS OF USE, OR OTHER RELEVANT EXEMPTION CERTIFICATES,
INFORMATION REGARDING OUT-OF-COUNTY, OUT-OF-STATE OR OUT-OF-COUNTRY SALES OR USE
OF EQUIPMENT, MATERIALS OR SERVICES, AND OTHER EXEMPTION CERTIFICATES OR
INFORMATION REASONABLY REQUESTED BY THE OTHER PARTY.
(H)
ACCENTURE SHALL PROMPTLY NOTIFY HAWAIIAN
TELCOM OF, AND COORDINATE WITH HAWAIIAN TELCOM THE RESPONSE TO AND SETTLEMENT
OF, ANY CLAIM FOR TAXES ASSERTED BY APPLICABLE TAXING AUTHORITIES FOR WHICH
HAWAIIAN TELCOM IS RESPONSIBLE HEREUNDER, IT BEING UNDERSTOOD THAT WITH RESPECT
TO ANY CLAIM ARISING OUT OF A FORM OR RETURN SIGNED BY A PARTY TO THIS
AGREEMENT, SUCH PARTY SHALL HAVE THE RIGHT TO CONTROL THE RESPONSE TO AND
SETTLEMENT OF THE CLAIM.
IF, IN GOOD FAITH, HAWAIIAN TELCOM TIMELY REQUESTS
ACCENTURE TO CHALLENGE THE IMPOSITION OF ANY TAX FOR WHICH HAWAIIAN TELCOM IS
RESPONSIBLE HEREUNDER, AND HAWAIIAN TELCOM DOES NOT HAVE STANDING TO CHALLENGE
SUCH TAX ITSELF, ACCENTURE SHALL DO SO IN A TIMELY MANNER AND HAWAIIAN TELCOM
SHALL REIMBURSE ACCENTURE FOR THE REASONABLE LEGAL FEES AND EXPENSES IT INCURS
IN DOING SO.
NOTWITHSTANDING THE FOREGOING, ACCENTURE SHALL RETAIN THE RIGHT TO
REFUSE TO CHALLENGE THE IMPOSITION OF SUCH TAX AND SHALL BEAR THE ASSOCIATED TAX
COSTS.
(I)
HAWAIIAN TELCOM SHALL BE ENTITLED TO ANY
TAX REFUNDS OR REBATES GRANTED TO THE EXTENT SUCH REFUNDS OR REBATES ARE OF
TAXES THAT WERE PAID BY HAWAIIAN TELCOM.
WHERE HAWAIIAN TELCOM DOES NOT HAVE
STANDING TO SUBMIT A REFUND CLAIM FOR ANY SUCH TAXES, ACCENTURE SHALL FILE A TAX
REFUND CLAIM WITH THE RELEVANT TAXING AUTHORITIES UPON THE GOOD FAITH REQUEST OF
HAWAIIAN TELCOM.
ANY EXPENSES INCURRED WITH RESPECT TO FILING ANY SUCH TAX
REFUND CLAIMS SHALL BE SOLELY BORNE BY HAWAII TELCOM.
HAWAIIAN TELCOM SHALL
HAVE THE FULL RIGHT TO ANY TAXES REFUNDED THAT WERE BORNE AND PAID BY HAWAIIAN
TELCOM, INCLUDING THE REFUND OF ANY ASSOCIATED INTEREST OR PENALTIES.
NOTWITHSTANDING THE FOREGOING, ACCENTURE SHALL RETAIN THE RIGHT TO REFUSE TO
FILE THE TAX REFUND CLAIM AND SHALL REIMBURSE