Common use of Liability for Uncollected Tax, Interest and Penalty Clause in Contracts

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.128.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.128.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 28.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.228.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.328.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 29.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate or other appropriate exemption documentation from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. . 41.5.4 [Intentionally Left Blank]. 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 43.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.143, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 43.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.143.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 43 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.243.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 43.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.343.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.240.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.340.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs liabilities, penalties, interest, costs, reasonable attorneys’ fees, and other charges and expenses incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.expeditiously.‌‌‌

Liability for Uncollected Tax, Interest and Penalty. If the Providing --------------------------------------------------- providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 29.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 44.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.144, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 44.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.144.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 44.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 44 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 44.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.244.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 44.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.344.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party Verizon has not received an exemption certificate from the Purchasing Party Cordia and the Providing Party Verizon fails to xxxx the Purchasing Party Xxxxxx for any Tax as required by Section 41.139.1, then, as between the Providing Party Verizon and the Purchasing PartyCordia, (a) the Purchasing Party Cordia shall remain liable for such unbilled Tax and (b) the Providing Party Verizon shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party Verizon properly bills the Purchasing Party Cordia for any Tax but the Purchasing Party Cordia fails to remit such Tax to the Providing Party Verizon as required by Section 41.139.1, then, as between the Providing Party Verizon and the Purchasing PartyXxxxxx, the Purchasing Party Xxxxxx shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party Verizon does not collect any Tax as required by Section 41.1 39.1 because the Purchasing Party Cordia has provided such Providing Party Verizon with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing PartyVerizon andCordia, the Purchasing Party Cordia shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party Cordia fails to pay the Receipts Tax as required by Section 41.239.2, then, as between the Providing Party and the Purchasing PartyVerizon andCordia, (x) the Providing Party Verizon shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party Cordia shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party Verizon with respect to such Tax by such authority. If the Purchasing Party Cordia fails to impose and/or collect any Tax from Subscribers as required by Section 41.339.3, then, as between the Providing Party Verizon and the Purchasing PartyXxxxxx, the Purchasing Party Xxxxxx shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party Cordia has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party Cordia agrees to indemnify and hold the Providing Party Verizon harmless on an after-tax basis for any costs incurred by the Providing Party Verizon as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party Verizon due to the failure of the Purchasing Party Cordia to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. In the event such an audit is conducted, each Party agrees to pay its own expenses incurred as a result of the administration of such an audit.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 26.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 26.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 26.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 26.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereonxxxxxxx, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authorityauthority audits either Party, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.116(a), then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.116(a), then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 16(a) because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.216(b), then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.316(c), then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. If the providing Party receives a written tax assessment notice from a taxing authority seeking to recover from the providing Party any Tax that the purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the providing Party shall notify the purchasing Party in writing in accordance with Section 16(g) of such tax assessment notice within 60 days of the providing Party’s receipt of the tax assessment notice; provided, however, that if the providing Party fails to so notify the purchasing Party of the tax assessment notice, such failure shall not release the purchasing Party from its obligation pursuant to the sentence preceding this sentence to indemnify the providing Party for the costs incurred by the providing Party, except to the extent that such failure has prejudiced the purchasing Party. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 42.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.142.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 42.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.142.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 42.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 42.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 42.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.242.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 42.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.342.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 39.5.1 If the Providing Party has not received an exemption certificate or other appropriate exemption documentation from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 39.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 39.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. . 39.5.4 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If --------------------------------------------------- the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing Party purchasing party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 29.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 24.6.1, then, as between the Providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1subsection 24.6.1, then, as between the Providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 subsection 24.6.1 because the Purchasing purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 24.6.2, then, as between the Providing Party and the Purchasing purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 24.6.3, then, as between the Providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 23.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 23.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 23.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 23.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 23.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 44.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.144, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 44.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.144.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 44.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 44 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 44.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.244.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 44.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.344.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 43.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.143.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 43.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.143.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 43.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.243.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 43.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.343.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.116(a), then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.116(a), then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 16(a) because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.216(b), then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.and

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by by Section 41.1, 41.1 then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 44.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.144, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 44.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.144.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. any 44.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 44 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 44.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.244.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 44.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.344.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 43.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.143, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 43.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.143.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 43 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. shall 43.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.243.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 43.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.343.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If --------------------------------------------------- the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, subsection, 29.6.1 then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or and or collect any Tax from Subscribers as required by Section 41.3subsection 29.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1subsection 28.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 28.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 28.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 28.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3subsection 28.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for bill any Tax as required permitted by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by Tax. Subject to the 2 year limitation in Section 10.7, the purchasing Party shall remain liable for such authorityunbilled or uncollected Tax. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required permitted by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect bill any Tax from Subscribers as required by Section 41.340.2, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain be liable for such uncollected unbilled Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or and any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If --------------------------------------------------- the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, subsection 29.6.1. then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or and or collect any Tax from Subscribers as required by Section 41.3, subsection 29.6.3 then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.128.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.128.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 28.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with with. respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.228.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.328.6.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.Tax

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereonxxxxxxx, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereonxxxxxxx, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authorityauthority audits either Party, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. a taxing 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.340.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs liabilities, penalties, interest, costs, reasonable attorneys’ fees, and other charges and expenses incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.116.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.116.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 16.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.216.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers Customers as required by Section 41.316.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from SubscribersCustomers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bill the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. Neither Party shall initiate credit claims or bill the other Party for previously unbilled, under-billed or over-billed Taxes associated with charges for Services provided under this Agreement that were provided more than twelve (12) months from the end of the calendar month in which the associated Services are rendered. This section does not apply to services billed pursuant to either Parties tariff. 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. 41.5.5 This Section Intentionally Left Blank

Liability for Uncollected Tax, Interest and Penalty. 42.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.142.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 42.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.142.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 42.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 42.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 42.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.242.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 42.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.342.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1this Section, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1this Section, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by this Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2this Section, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3this Section, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.the

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx bxxx the Purchasing Party for any Tax as required by Section 41.140.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.140.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 40.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.240.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.340.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing --------------------------------------------------- providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, subsection 29.6.1 then, as between the Providing providing Party and the Purchasing purchasing Party, (ai) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (bii) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1subsection 29.6.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 subsection 29.6.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2subsection 29.6.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or and or collect any Tax from Subscribers as required by Section 41.3subsection 29.6.3, then, as between the Providing providing Party and the Purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.240.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.340.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs liabilities, penalties, interest, costs, reasonable attorneys’ fees, and other charges and expenses incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. Neither Party shall initiate credit claims or xxxx the other Party for previously unbilled, under-billed or over-billed Taxes associated with charges for Services provided under this Agreement that were provided more than twelve (12) months from the end of the calendar month in which the associated Services are rendered. This section does not apply to services billed pursuant to either Parties tariff. 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. 41.5.5 This Section Intentionally Left Blank

Liability for Uncollected Tax, Interest and Penalty. 35.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.135.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 35.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.135.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 35.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 Section 35.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 35.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.235.1, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 35.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.335.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such authority. If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.assessed

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for bill any Tax as required permitted by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by Tax. Subject to the 2 year limitation in Section 10.7, the purchasing Party shall remain liable for such authorityunbilled or uncollected Tax. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required permitted by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (x) the Providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect bill any Tax from Subscribers as required by Section 41.340.2, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain be liable for such uncollected unbilled Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected unbilled Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or and any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 43.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.143, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 43.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.143.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 43 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 43.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.243.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable for any Tax imposed on its receipts and (yb) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 43.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.343.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for bill any Tax as required permitted by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by Tax. Subject to the 2 year limitation in Section 10.7, the purchasing Party shall remain liable for such authorityuncollected Tax. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required permitted by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts bill any Tax from Subscribers as required permitted by Section 41.240.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing purchasing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such authority. If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected unbilled Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected unbilled Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or and any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. If the Providing providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for collect any Tax as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, (a) the Purchasing purchasing Party shall remain liable for such unbilled uncollected Tax and (b) the Providing providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled uncollected Tax by such authority. If the Providing providing Party properly bills the Purchasing purchasing Party for any Tax but the Purchasing purchasing Party fails to remit such Tax to the Providing providing Party as required by Section 41.140.1, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Providing providing Party does not collect any Tax as required by Section 41.1 40.1 because the Purchasing purchasing Party has provided such Providing providing Party with an exemption certificate that is later found to be inadequate by a taxing authority, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. If the Purchasing purchasing Party fails to pay the Receipts Tax as required by Section 41.240.2, then, as between the Providing providing Party and the Purchasing purchasing Party, (x) the Providing providing Party shall be liable for any Tax imposed on its receipts and (y) the Purchasing purchasing Party shall be liable for any interest assessed thereon and any penalty assessed upon the Providing providing Party with respect to such Tax by such authority. If the Purchasing purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.340.3, then, as between the Providing providing Party and the Purchasing purchasing Party, the Purchasing purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing purchasing Party agrees to indemnify and hold the Providing providing Party harmless on an after-tax basis for any costs incurred by the Providing providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing providing Party due to the failure of the Purchasing purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.

Liability for Uncollected Tax, Interest and Penalty. 41.5.1 If the Providing Party has not received an exemption certificate from the Purchasing Party and the Providing Party fails to xxxx the Purchasing Party for any Tax as required by Section 41.1, then, as between the Providing Party and the Purchasing Party, (a) the Purchasing Party shall remain liable for such unbilled Tax and any interest assessed thereon and (b) the Providing Party shall be liable for any interest assessed thereon and any penalty assessed with respect to such unbilled Tax by such a taxing authority. . 41.5.2 If the Providing Party properly bills the Purchasing Party for any Tax but the Purchasing Party fails to remit such Tax to the Providing Party as required by Section 41.141.2, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.3 If the Providing Party does not collect any Tax as required by Section 41.1 because the Purchasing Party has provided such Providing Party with an exemption certificate that is later found to be inadequate inadequate, invalid or inapplicable by a taxing authority, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall be liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. . 41.5.4 If the Purchasing Party fails to pay the Receipts Tax as required by Section 41.2, then, as between the Providing Party and the Purchasing Party, (xa) the Providing Party shall be liable entitled to reimbursement from the Purchasing Party for any Tax which is imposed on its the Providing Party’s receipts as a result of the Purchasing Party’s failure to satisfy the requirement of Section 41.2 and (yb) the Purchasing Party shall also be liable for any interest assessed thereon and any penalty assessed upon the Providing Party with respect to such Tax by such the applicable taxing authority. . 41.5.5 If the Purchasing Party fails to impose and/or collect any Tax from Subscribers as required by Section 41.3, then, as between the Providing Party and the Purchasing Party, the Purchasing Party shall remain liable for such uncollected Tax and any interest assessed thereon, as well as any penalty assessed with respect to such uncollected Tax by the applicable taxing authority. With respect to any Tax that the Purchasing Party has agreed to pay, or is required to impose on and/or collect from Subscribers, the Purchasing Party agrees to indemnify and hold the Providing Party harmless on an after-after- tax basis for any costs incurred by the Providing Party as a result of actions taken by the applicable taxing authority to recover the Tax from the Providing Party due to the failure of the Purchasing Party to timely pay, or collect and timely remit, such Tax to such authority. In the event either Party is audited by a taxing authority, the other Party agrees to cooperate fully with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously.