Cooperation to Minimize Tax Liabilities. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts.
Cooperation to Minimize Tax Liabilities. Each Party shall use reasonable efforts to implement the provisions of and to administer this Agreement in accordance with the intent of the Parties to minimize all taxes, so long as neither Party is materially adversely affected by such efforts. Governmental Charges. Seller shall pay or cause to be paid all taxes, charges or fees imposed by a Governmental Authority, including ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project (collectively, “Governmental Charges”) on or with respect to the Project. For any period in which the Project is selling Energy to SCE hereunder: (a) Seller shall pay or cause to be paid all Governmental Charges on or with respect to the Product at or before the Delivery Point; and (b) SCE shall pay or cause to be paid all Governmental Charges on or with respect to Product after the Delivery Point. If Seller is required by Applicable Laws to remit or pay Governmental Charges which are SCE’s responsibility hereunder, SCE shall promptly reimburse Seller for such Governmental Charges. If SCE is required by Applicable Laws to remit or pay Governmental Charges which are Seller’s responsibility hereunder, SCE may deduct the amount of any such Governmental Charge from any amounts due to Seller under this Agreement. If SCE elects not to deduct such amounts from amounts due to Seller under this Agreement, Seller shall promptly reimburse SCE for such amounts upon SCE’s request. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under Applicable Laws. Compliance with Laws and Indemnification. Seller shall be responsible for obtaining and maintaining all Permits, and shall construct and operate the Project in compliance with all Applicable Laws and Permit Requirements for the Term, including any new or revised Permits or Applicable Laws that become effective during the Term. If these requirements conflict, or the CAISO or CPUC do not provide a corresponding requirement to the other Governmental Authorities, Seller shall comply with the most stringent requirement of the Governmental Authorities. Seller shall be solely responsible for any fines, penalties or other charges which result from Seller’s failure to obtain or maintain such Permits and/or operate the Project in accordance with Applicable Laws and Permit Requirements. No such fines, penalties or charges shall be passed through to SCE. Environmental Costs and Ind...
