Common use of Indirect Taxes Clause in Contracts

Indirect Taxes. All payments are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the receiving Party in respect of those payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Indirect Taxes. All payments are due to the non-Paying Party from the Paying Party pursuant to this Agreement shall be paid exclusive of value any value-added taxestax, sales taxestax, consumption taxes and other similar taxes excluding customs and other duties (the “Indirect Taxes”) (which, if applicable and chargeable by the non-Paying Party, shall be payable by the Paying Party upon receipt of a valid Indirect Tax invoice); provided, however, that where the Paying Party provides written notice to the non-Paying Party that, despite reasonable efforts, it is unable to claim a credit or deduction for the invoiced Indirect Taxes, the Parties agree that the Paying Party’s obligation to pay the Indirect Tax invoice shall be fulfilled by payment of the total invoiced amount less [***] of the amount of the notified Indirect Taxes that are not recoverable. If any Where Indirect Taxes are chargeable in respect of any paymentsrequired to be withheld by the Paying Party on payments made to the non-Paying Party, the paying amount payable to the non-Paying Party shall pay be grossed up so that the non-Paying Party receives the same amount as if such Indirect Tax withholding had not applied. Should non-recoverable Indirect Taxes at be identified after issuance and settlement of an invoice, or where Indirect Taxes are accounted for via a reverse charge or self-assessment and the Paying Party provides written notice to the non-Paying Party that, despite reasonable efforts, it is unable to claim a credit or deduction for the applicable rate in respect Indirect Taxes, then the Parties shall share the cost of such payments following receipt, where applicable, of an those non-recoverable Indirect Taxes invoice in the appropriate form issued by the receiving Party in respect of those paymentsequally. The Parties shall reasonably cooperate to issue valid invoices for all amounts payable due under this Agreement consistent with applicable Law and to lawfully eliminate or minimize the amount of any Indirect Tax requirements and irrespective of whether Taxes imposed on or in connection with the sums may be netted for settlement purposestransactions contemplated by this Agreement. If the non-Paying Party determines that it is required to report any such tax, the Paying Party shall promptly provide the non-Paying Party with applicable receipts and other documentation necessary or appropriate for such report. For the avoidance of doubt Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined shall not to have been chargeableinclude customs duties and other similar taxes, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority duties and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDfees.

Indirect Taxes. All payments under this Agreement are stated exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If by Applicable Law any Indirect Tax is payable by the recipient of any supply made under this Agreement, the recipient has the sole responsibility to pay the Indirect Tax without recourse to the supplier. If any Indirect Taxes are chargeable in respect of any paymentspayments due under this Agreement, the paying Party Payor shall pay such Indirect Taxes at the applicable rate in respect of any such payments following the receipt, where applicable, of an Indirect Taxes a valid invoice issued in the appropriate form issued by the receiving Party Payee in respect of those paymentspayments to which such Indirect Taxes relate, such Indirect Taxes to be payable on the due date of the payment to which such Indirect Tax relates. The Parties shall issue invoices for all amounts payable goods and services supplied under this Agreement consistent with the law governing such Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes, and to the extent any invoice is not initially issued in an appropriate form the Parties shall cooperate to provide such information or assistance as may be necessary to enable the issuance of such invoice consistent with the law governing such Indirect Tax. Where a supply is cancelled or the value of a supply under this Agreement is adjusted the supplying Party shall issue to the recipient an adjustment note or other such document in accordance with the law governing such Indirect Tax. If the any Indirect Taxes Tax originally paid or otherwise borne by the paying Party are is in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority Tax Authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Where under the terms of this Agreement one Party is liable to indemnify or reimburse another Party (or an Affiliate of that other Party) in respect of any costs, AS AMENDEDcharges or expenses, the payment shall include an amount equal to any Indirect Tax thereon not otherwise recoverable by the other Party (or its Affiliate) or the representative member of any Indirect Tax group of which it forms part, subject to that Party or Affiliate or representative member using all reasonable endeavours to recover such amount of Indirect Tax as may be practicable.

Indirect Taxes. All payments are exclusive of value added taxesNotwithstanding anything to the contrary in this Agreement, sales taxeswith respect to any transfer, consumption taxes documentary, sales, use, stamp, registration, VAT, goods and services tax or other similar taxes tax (the each an “Indirect TaxesTax”)) that is imposed under Applicable Law (and subject to an invoice in compliance with Applicable Law) with respect to the transactions, payments or the related transfer of rights or other property pursuant to the terms of this Agreement shall be borne by the Paying Party. Notwithstanding anything to the contrary herein, if such Indirect Tax arises solely as a result of any action taken by the Paying Party or its Affiliate or Sublicensee or successor or assignee after the Effective Date, including an assignment of this Agreement as permitted under Section 12.4, a change in the tax residency of the Paying Party or the payments arise or are deemed to arise through a breach by the Paying Party, then Paying Party shall timely pay and be responsible for (and indemnify the Payee Party for) any such Indirect Tax. If the Payee Party pays any such Indirect Taxes are chargeable in respect of any paymentsTaxes, at the Payee Party’s election, the paying Paying Party shall pay shall, promptly reimburse the Payee Party for such Indirect Taxes at including all reasonable related costs, or, credit such amounts to the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the receiving Payee Party in respect of those against future payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the Indirect Taxes originally paid or otherwise borne by the paying Paying Party are in whole or in part subsequently determined not to have been chargeable, all reasonably necessary steps will be taken by the receiving Payee Party to receive obtain a refund of these those undue Indirect Taxes from the applicable governmental authority or other fiscal authority and any amount of undue Indirect Taxes repaid by such authority authorities to the receiving Payee Party will be transferred to the paying Paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDThe Parties shall cooperate in good faith to insure the correct Indirect Taxes are charged and corresponding tax returns are filed.

Indirect Taxes. All payments under this Agreement are stated exclusive of Indirect Taxes. The Parties shall use commercially reasonable efforts to report and claim refunds or exemptions from any such value added taxes, sales taxes, consumption taxes tax imposed on the transactions contemplated in this Agreement to the fullest extent permitted by Applicable Law and other similar taxes (the “to timely file all required Indirect Taxes”)Tax returns. If any Indirect Taxes are chargeable in respect of any paymentspayments due under this Agreement, the paying Party Payor shall pay such Indirect Taxes at the applicable rate in respect of any such payments following the receipt, where applicable, of an Indirect Taxes a valid invoice issued in the appropriate form issued by the receiving Party Payee in respect of those paymentspayments to which such Indirect Taxes relate, such Indirect Taxes to be payable on the due date of the payment to which such Indirect Tax relates. The Parties shall issue invoices for all amounts payable goods and services supplied under this Agreement consistent with the law governing such Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes, and to the extent any invoice is not initially issued in an appropriate form the Parties shall cooperate to provide such information or assistance as may be necessary to enable the issuance of such invoice consistent with the law governing such Indirect Tax. Where a supply is cancelled or the value of a supply under this Agreement is adjusted the supplying Party shall issue to the recipient an adjustment note or other such document in accordance with the law governing such Indirect Tax. If the any Indirect Taxes Tax originally paid or otherwise borne by the paying Party are is in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority Tax Authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Where under the terms of this Agreement one Party is liable to indemnify or reimburse another Party (or an Affiliate of that other Party) in respect of any costs, AS AMENDEDcharges or expenses, the payment shall include an amount equal to any Indirect Tax thereon not otherwise recoverable by the other Party (or its Affiliate), subject to that Party or Affiliate using all reasonable endeavors to recover such amount of Indirect Tax as may be practicable.

Indirect Taxes. All payments under this Agreement are stated exclusive of Indirect Taxes. The Parties shall use commercially reasonable efforts to report and claim refunds or exemptions from any such value added taxes, sales taxes, consumption taxes tax imposed on the transactions contemplated in this Agreement to the fullest extent permitted by Applicable Law and other similar taxes (the “to timely file all required Indirect Taxes”)Tax returns. If any Indirect Taxes are chargeable in respect of any paymentspayments due under this Agreement, the paying Party Payor shall pay such Indirect Taxes at the applicable rate in respect of any such payments following the receipt, where applicable, of an Indirect Taxes a valid invoice issued in the appropriate form issued by the receiving Party Payee in respect of those paymentspayments to which such Indirect Taxes relate, such Indirect Taxes to be payable on the due date of the payment to which such Indirect Tax relates. The Parties shall issue invoices for all amounts payable goods and services supplied under this Agreement consistent with the law governing such Indirect ​ ​ ​ Tax requirements and irrespective of whether the sums may be netted for settlement purposes, and to the extent any invoice is not initially issued in an appropriate form the Parties shall cooperate to provide such information or assistance as may be necessary to enable the issuance of such invoice consistent with the law governing such Indirect Tax. Where a supply is cancelled or the value of a supply under this Agreement is adjusted the supplying Party shall issue to the recipient an adjustment note or other such document in accordance with the law governing such Indirect Tax. If the any Indirect Taxes Tax originally paid or otherwise borne by the paying Party are is in whole or in part subsequently determined not to have been chargeable, all necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the applicable governmental authority or other fiscal authority Tax Authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933Where under the terms of this Agreement one Party is liable to indemnify or reimburse another Party (or an Affiliate of that other Party) in respect of any costs, AS AMENDEDcharges or expenses, the payment shall include an amount equal to any Indirect Tax thereon not otherwise recoverable by the other Party (or its Affiliate), subject to that Party or Affiliate using all reasonable endeavors to recover such amount of Indirect Tax as may be practicable.

Indirect Taxes. All payments payment amounts specified in this Agreement are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the “Indirect Taxes”). If any Indirect Taxes are chargeable in respect of any payments, the paying Party shall pay such Indirect Taxes at the applicable rate in respect of such payments following receipt, where applicable, of an Indirect Taxes invoice in the appropriate form issued by the receiving Party in respect of those payments. The Parties shall issue invoices for all amounts payable under this Agreement consistent with Indirect Tax requirements and irrespective of whether the sums may be netted for settlement purposes. If the Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined not to have been chargeable, all necessary reasonable steps will be taken by the receiving Party to receive apply for a refund of these undue overpaid Indirect Taxes from the applicable governmental authority or other fiscal authority and any amount of undue Indirect Taxes [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. repaid by such authority to the receiving Party will be transferred to the paying Party within […***…] of receipt[ * ]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...In the event that a government authority retroactively determines that a payment made by the paying Party to the receiving Party pursuant to this Agreement should have been subject to Indirect Taxes, and the receiving Party is required to remit such Indirect Taxes to the government authority, the receiving Party will have the right (i) to invoice the paying Party for such amount (which shall be payable by the paying Party [ * ]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) or (ii) to pursue reimbursement by any other available remedy.