Common use of TAXES, ASSESSMENTS AND FEES Clause in Contracts

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay all licensing, filing and registration fees; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAW, FILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUE; to pay when due, and defend, hold harmless Lessor against liability for all other taxes, assessments, fees and penalties which may be levied or assessed in respect to the Equipment, its use or any interest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however, designated, levied or assessed, whether upon Lessee or Lessor or the Equipment or upon the sale, ownership, use or operation, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by Lessor, Lessee shall so notify Lessor prior to the assessment date, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax, and if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement from Lessee. Lessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costs.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay all licensing, filing and registration fees; to keep the Equipment free of all liens and encumbrances; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAW, FILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUEEQUIPMENT; to pay when due, and defend, hold harmless Lessor against liability for all other taxes, assessments, fees and penalties which may be levied or assessed in respect to the Equipment, its use or any interest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however, however designated, levied or assessed, whether upon Lessee or Lessor or the Equipment or upon the sale, ownership, use or operation, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by LessorLessor may, Lessee shall so notify Lessor prior to the assessment dateat its option, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax, and if Lessee fails to do so, Lessor has the right to charge collect from Lessee an assessment escrow fee of an appropriate amount up to insure against any 35% of the Equipment cost per month for a tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipmentescrow fund. Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement plus an administrative fee from Lessee. In addition, Lessee authorizes Lessor to file at Lessor's option informational financing statements and/or fixture filings without Lessee's signature and, if a signature is required by law, Lessee appoints Lessor as Lessee's attorney-in-fact to execute such statements and filings. For purposes of any filing, Lessee hereby grants Lessor a security interest in all lease payments and Equipment, and all interest of Lessee therein, and all proceeds and products thereof, but in no case shall this grant or any filing be deemed to contravene a true-lease transaction. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costs. Lessee and any guarantor agrees to reimburse Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable, and any collection charges attributable thereto, including reasonable attorney fees. Lessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costs.

TAXES, ASSESSMENTS AND FEES. Lessee agrees You agree to pay all licensing, filing any licensing and registration fees; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAWfees required by the jurisdiction where the Equipment is located, FILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUE; to pay when dueall personal property taxes assessed against the Equipment and the Software, if any, and defend, hold harmless Lessor against liability for all other taxes, assessments, fees and penalties (local, state, and federal) which may be levied or assessed in respect to on the Equipmentownership, its use leasing, rental, sale, purchase, importation, possession, use, installation or any interest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however, designated, levied or assessed, whether upon Lessee or Lessor or servicing of the Equipment and the Software (collectively, “Taxes”), excluding any Taxes on or upon measured solely by our net income. Your Monthly Rental Payments and Monthly Service Payments shown in the sale, ownership, use or operation, excepting only Supplement do not include any income taxes levied on the rental payments made to Lessorapplicable Tax. If any report Taxes are due, we will forward the invoice or return for personal property tax is required xxxx to you and you agree to pay the Tax by law to be filed by Lessorthe applicable due date. We may, Lessee shall so notify Lessor prior to the assessment datebut are not obligated to, pay such Taxes and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing may file such returns on your behalf if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax, and if Lessee fails you fail to do so, Lessor has and you agree to reimburse us upon demand for any amount expended for such Taxes, including fees or penalties paid by us hereunder. Your obligations to pay such Taxes which are due or assessed during the right term of this Master Agreement are in addition to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Lessor mayyour obligation for Monthly Rental Payments or Monthly Service Payments, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returnsas applicable, and collect full reimbursement from Lesseewill survive the expiration or termination of this Master Agreement. Lessee agrees that Lessor is entitled Notwithstanding the foregoing paragraph, if you are a tax-exempt entity, then no Taxes should be imposed on this transaction, other than property taxes, which you agree to all tax benefits resulting from ownership pay as set forth above. If you fail to provide Omnicell a copy of the Equipmentcertificate evidencing your tax-exempt status, Omnicell may invoice you for Taxes until such time as we receive the certificate. Lessee agrees thatShould your tax-exempt status change during the term of this Master Agreement, should any such then the previous paragraph will apply from the date your change in tax benefits be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costsstatus becomes effective.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay when due and does hereby indemnify Lessor against, and hold Lessor harmless from, all licensing, filing and registration fees; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAW, FILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUE; to pay when duefranchise, and defendsales, hold harmless Lessor against liability for all use, personal property, ad valorem, value added, leasing, stamp or other taxes, assessmentslevies, fees and penalties which may be levied import duties, charges or assessed in respect to the Equipment, its use or withholdings of any interest therein, or any lease paymentsnature, including but not limited to all federal, state, and local taxes, however, however designated, levied or assessed, whether upon Lessee together with any penalties, fines or Lessor interest thereon (a) arising out of the transactions contemplated by this Master Lease, any Lease Schedule or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment or Equipment, (b) upon the sale, purchase, possession, lease, ownership, use use, operation, shipment, transportation or operationdelivery or other disposition thereof, or (c) upon the lease payments, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by Lessor, Lessee shall so notify Lessor prior to the assessment date, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property taxtax and, and if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for taxes received by the Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement from shall be promptly forwarded to the Lessee. Lessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify reimburse Lessor for such loss by paying Lessor an amount equal to the value of the lost benefitsreasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable and any collection charge attributable thereto, including reasonable attorney fees. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costsLESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS, AND FILE, WHEN ALLOWED BY LAW, ALL PERSONAL PROPERTY TAX RETURNS.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay all licensing, filing and registration fees; to keep the Equipment free of all liens and encumbrances; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAW, FILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUEEQUIPMENT; to pay when due, and defend, hold harmless Lessor against liability for all other taxes, assessments, fees and penalties which may be levied or assessed in respect to the Equipment, its use or any interest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however, however designated, levied or assessed, whether upon Lessee or Lessor or the Equipment or upon the sale, ownership, use or operation, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by LessorLessor may, Lessee shall so notify Lessor prior to the assessment dateat its option, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax, and if Lessee fails to do so, Lessor has the right to charge collect from Lessee an assessment escrow fee of an appropriate amount up to insure against any 35% of the Equipment cost per month for a tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipmentescrow fund. Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement plus an administrative fee from Lessee. In addition, Lessee authorizes Lessor to file at Lessor's option informational financing statements and/or fixture filings without Lessee's signature and, if a signature is required by law, Lessee appoints Lessor as Lessee's attorney-in-fact to execute such statements and filings. For purposes of any filing, Lessee hereby grants Lessor a security interest in all lease payments and Equipment, and all interest of Lessee therein, and all proceeds and products thereof, but in no case shall this grant or any filing be deemed to contravene a true-lease transaction. Lessee agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costs. Lessee and any guarantor agree to reimburse Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable, and any collection charges attributable thereto, including reasonable attorney fees. Lessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits. Lessee agrees to pay ------------------------------------------------------------------------------ THIS LEASE IS NON CANCELLABLE and is a binding contract consisting of all terms on the front and reverse hereof. KARTOFFELSOFT, INC. LESSEE (Complete Legal Name) 3475 H EDISON WAY_SUITE H Billing Xxxxxxx XXXXX XXXX, , XX 00000 Xxxx Xxxxxx Xxxxx Zip 000-000-0000 Phone Date By: X /s/ Xxxxxx Xxxxxx Xxxxx 4-30-98 -------------------------------------------------------- Authorized Signature XXXXXX XXXXXX XXXXX Title CEO ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Accepted by: CC FINANCE L.L.C., Lessor a documentation fee to be billed with the first lease payment to cover account setup and administrative costs.By: /s/ [ILLEGIBLE] ----------------------------------------------------- Authorized Signature Date: 5/11/98 --------------------------------------------------- LEASE NO: 521596 ------------------------------------------------------------------------------