Common use of Taxes and Governmental Charges Clause in Contracts

Taxes and Governmental Charges. The Grantee shall pay the Grantor the pro rata amount based on the number of fiber optic filaments under each Party's control, of all taxes assessed on the Grantor which are attributable to the Grantee's portion of the Cable, New Buildings and Equipment. The Grantee shall pay the Grantor said taxes when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against the Grantee's installation, maintenance or operation of the connections to the Cable or against the Grantee's business with regards to the Cable or the connection thereof, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to Grantor, Grantor shall indemnify Grantee against any and all actions which may be brought against Grantor and Grantee with regard to Grantor's remittance of said payments to any taxing authority or governmental agency. Grantee shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. The Grantor shall pay, when they become due, the pro rata amount based on the number of fiber optic filaments under each Party's control, all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against the Grantor's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. Grantor shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. Grantor warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. Grantor shall take reasonable efforts suggested by Grantee to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. Grantee shall hold harmless, indemnify and defend Grantor in the event [**] that Grantor may request from Grantee from time to time and which Grantee agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] of this Agreement, Grantee agrees to [**] specified in Section 22.1(b)(i) [**] sufficient to [**] by the [**] of this Agreement, provided that such payments do not put Grantee into default under any financial agreements then in place. If such payments would cause an Event of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] by the [**] of this Agreement. Thereafter, the payment as specified in Section 22.1(b)(i) shall be due and owing. In a given year, [**] shall only be [**].

Taxes and Governmental Charges. The Grantee shall pay the Grantor the pro rata amount based on the number of fiber optic filaments under each Party's control, [**] of all taxes assessed on the Grantor NU which are attributable to the Grantee's portion of the Cable, New Buildings and Equipment. The Grantee shall pay the Grantor said taxes [**] when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against the GranteeNECOM's installation, maintenance or operation of the connections to the Cable or against the GranteeNECOM's business with regards to the Cable or the connection thereof, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to GrantorNU, Grantor NU shall indemnify Grantee NECOM against any and all actions which may be brought against Grantor NU and Grantee NECOM with regard to GrantorNU's remittance of said payments to any taxing authority or governmental agency. Grantee NECOM shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. The Grantor NU shall pay, when they become due, the pro rata amount based on the number of fiber optic filaments under each Party's control, [**] all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against the GrantorNU's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. Grantor NU shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. Grantor NU warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. Grantor NU shall take reasonable efforts suggested by Grantee NECOM to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. Grantee NECOM shall hold harmless, indemnify and defend Grantor NU in the event [**] that Grantor NU may request from Grantee NECOM from time to time and which Grantee NECOM agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] of this Agreement, Grantee NECOM agrees to [**] specified in Section 22.1(b)(i) [**] sufficient to [**] by the [**] of this Agreement, provided that such payments do not put Grantee NECOM into default under any financial agreements then in place. If such payments would cause an Event of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] by the [**] of this Agreement. Thereafter, the payment as specified in Section 22.1(b)(i) shall be due and owing. In a given year, [**] shall only be [**].

Taxes and Governmental Charges. The Grantee shall pay the Grantor the pro rata amount based on the number of fiber optic filaments under each Partyparty's control, of all taxes assessed on the Grantor which are attributable to the Grantee's portion of the Cable, New Buildings buildings and Equipment. The Grantee shall pay the Grantor said taxes when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against the Grantee's installation, maintenance or operation of the connections to the Cable or against the Grantee's business with regards to the Cable or the connection thereofthereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to the Grantor, the Grantor shall indemnify the Grantee against any and all actions which may be brought against the Grantor and the Grantee with regard to the Grantor's remittance of said payments to any taxing authority or governmental agency. The Grantee shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. The Grantor shall pay, when they become due, the pro rata amount based on the number of fiber optic filaments under each Partyparty's control, all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against the Grantor's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. The Grantor shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 3433. The Grantor warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. Grantor shall take reasonable efforts suggested by Grantee to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. Grantee shall hold harmless, indemnify and defend Grantor in the event [**] that Grantor may request from Grantee from time to time and which Grantee agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] of this Agreement, Grantee agrees to [**] specified in Section 22.1(b)(i) [**] sufficient to [**] by the [**] of this Agreement, provided that such payments do not put Grantee into default under any financial agreements then in place. If such payments would cause an Event of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] by the [**] of this Agreement. Thereafter, the payment as specified in Section 22.1(b)(i) shall be due and owing. In a given year, [**] shall only be [**].