PAY THE RELATED
TAXES AND/OR LEVIES REQUIRED BY LAW. EMS SHALL INDEMNIFY AND HOLD UTS HARMLESS
FOR ANY SUCH TAXES, LEVIES, PENALTIES AND/OR INTEREST IMPOSED ON UTS THAT ARISE
OUT OF EMS'S FAILURE TO TIMELY AND PROPERLY COMPLY WITH SUCH REQUIREMENTS.
IN THE EVENT OF ANY AUDIT OF EITHER PARTY BY ANY TAX AUTHORITY IN RESPECT OF
SALES/USE, PROPERTY, INVENTORY, BUSINESS AND OCCUPATION, EXCISE, OR SIMILAR
TAXES THAT ARISES FROM THE PERFORMANCE OF EITHER PARTY UNDER THIS AGREEMENT,
EITHER PARTY WILL COOPERATE TO PROVIDE THE AUDITED PARTY WITH
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RELEVANT INFORMATION, DOCUMENTATION, AND DATA THAT IS REASONABLY NECESSARY AND
SUFFICIENT FOR THE AUDITED PARTY TO FULLY RESPOND TO THE CONDUCT OF THE AUDIT.
THE AUDITED PARTY SHALL HAVE THE SOLE RIGHT AND AUTHORITY TO DIRECT ITS RESPONSE
TO THE AUDIT, INCLUDING THE PURSUIT OF NEGOTIATIONS WITH THE TAX AUTHORITY AND
THE COMPLETION OF SETTLEMENT AGREEMENTS, OFFERS IN COMPROMISE, OR THEIR
EQUIVALENTS.
SHOULD BOTH PARTIES BECOME A PARTY TO THE AUDIT, THE AUDITED PARTY
FOR PURPOSES OF THIS PROVISION SHALL BE DEEMED THE PARTY WITH THE ULTIMATE
RESPONSIBILITY TO PAY ANY LIABILITY FOR TAX ARISING OUT OF THE AUDIT AND UNDER
THE LAWS OF THE TAXING JURISDICTION.
28.3
RECORDS; AUDIT RIGHTS
EMS SHALL KEEP COMPLETE, TRUE, AND ACCURATE BOOKS OF ACCOUNTS AND RECORDS FOR
THE PURPOSE OF VERIFYING EMS'S COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
SUCH BOOKS AND RECORDS SHALL BE KEPT FOR AT LEAST FIVE (5) YEARS FOLLOWING THE
END OF THE CALENDAR QUARTER TO WHICH THEY PERTAIN.
UTS SHALL RESERVE THE RIGHT
TO PERFORM AUDITS RELATING TO UTS PURCHASE ORDERS DURING NORMAL BUSINESS HOURS
WITH REASONABLE NOTIFICATION TO EMS. ANY AUDIT CONDUCTED UNDER THIS SECTION
SHALL NOT UNDULY DISRUPT EMS' CONDUCT OF ITS BUSINESS OPERATIONS AND ALL
INFORMATION ACCESSED IN CONNECTION WITH ANY SUCH AUDIT SHALL BE DEEMED TO BE THE
CONFIDENTIAL INFORMATION OF EMS.
28.4
INDEPENDENT CONTRACTORS
EMS SHALL PERFORM ITS OBLIGATIONS HEREUNDER AS AN INDEPENDENT CONTRACTOR AND
SHALL BE SOLELY RESPONSIBLE FOR ITS OWN FINANCIAL OBLIGATIONS.
NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED TO IMPLY A JOINT VENTURE OR PRINCIPAL AND
AGENT RELATIONSHIP BETWEEN THE PARTIES, AND NEITHER PARTY SHALL HAVE ANY RIGHT,
POWER OR AUTHORITY TO CREATE ANY OBLIGATION, EXPRESS OR IMPLIED, ON BEHALF OF
THE OTHER IN CONNECTION WITH THE PERFORMANCE HEREUNDER.
28.5
MODIFICATION
NO ALTERATION, AMENDMENT, WAIVER, CANCELLATION, OR ANY OTHER CHANGE IN ANY TERM
OR CONDITION OF THIS AGREEMENT SHALL BE VALID OR BINDING ON EITHER PARTY UNLESS
THE SAME SHALL HAVE BEEN MUTUALLY ASSENTED TO IN WRITING BY BOTH PARTIES.
28.6
WAIVER
THE WAIVER OF ANY TERM, CONDITION OR PROVISION OF THIS AGREEMENT MUST BE IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE WAIVING PARTY.
ANY
SUCH WAIVER WILL NOT BE CONSTRUED AS A WAIVER OF ANY OTHER TERM, CONDITION OR
PROVISION, NOR A WAIVER OF ANY SUBSEQUENT BREACH OF THE SAME TERM, CONDITION OR
PROVISION.
THE FAILURE OF EITHER PARTY TO ENFORCE AT ANY TIME ANY OF THE PROVISIONS OF THIS
AGREEMENT, OR THE FAILURE TO REQUIRE AT