Common use of Payment and Taxes Clause in Contracts

Payment and Taxes. 9.1 All payments to be made by the Guarantor under this Agreement shall be made in full, without any set-off or counterclaim whatsoever and free and clear of all deductions or withholdings whatsoever save only as may be required by law for value on the day on which payment is due. 9.2 If at any time the Guarantor is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreement, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and the sum due from the Guarantor in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Sponsor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Guarantor and shall indemnify the Sponsor against any losses or costs incurred by it by reason of any failure of the Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall promptly deliver to the Sponsor any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 9.3 If, following any such deduction or withholding as is referred to in Clause 8.2 from any payment by the Guarantor, the Sponsor shall receive or be granted a credit against or remission for any Taxes payable by it, the Sponsor shall, subject to the Guarantor having made any increased payment in accordance with Clause 8.2 and to the extent that the Sponsor can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Sponsor to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Sponsor shall acting in its absolute discretion certify to be the proportion of such credit or remission as will leave the Sponsor (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement shall be made forthwith upon the Sponsor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Sponsor to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this Clause 8.3 be entitled to enquire about the Sponsor’s tax affairs. 9.4 Without prejudice to the foregoing provisions of this Clause 8, if the Sponsor is required to make any payment on account of Tax (not being a Tax imposed on and calculated by reference to the net income or a capital gain of the Sponsor by the jurisdiction in which it is incorporated other than any such Tax (including in respect of any balancing charge) imposed as a consequence of the exercise of the Put Option, the First Call Option or the Second Call Option (after taking into account the acquisition by the Sponsor of the Option Interest or the Residual Partnership Interest as the case may be) or otherwise on or in relation to any sum received or receivable or deemed to be received or receivable hereunder by the Sponsor (including any sum received or receivable or deemed to be received or receivable under this Clause 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Sponsor, the Guarantor shall, upon demand of the Sponsor, promptly indemnify the Sponsor against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith (except to the extent that such interest penalties, costs or expenses have been incurred by the Sponsor’s gross negligence or wilful misconduct) by making to the Sponsor such payment as is necessary to ensure that the Sponsor receives a sum net of such Tax equal to the sum which it would have received had no such Tax been imposed. 9.5 If the Guarantor is required to indemnify the Sponsor pursuant to Clause 8.5 or a Tax arises in respect of which the Guarantor has an obligation under this Clause 8, then, without in any way limiting, reducing or otherwise qualifying any rights or obligations of the Sponsor, the Sponsor shall promptly upon becoming aware of the same notify the Guarantor thereof and, in consultation in good faith with the Guarantor, for a period of up to sixty (60) days from the date of such notification, the Sponsor shall take such steps at the request and expense of the Guarantor as may be open to it to mitigate the effects of such circumstances on the Guarantor including, without limiting the generality of the foregoing by using all reasonable endeavours to transfer its rights and obligations under this Agreement to another office or to a subsidiary or an affiliate of the Sponsor or to another institution, in each case not affected by the relevant circumstances provided that the Sponsor shall not be under any obligation to take or continue to take any such action or other steps if the Guarantor is in breach of this Agreement or if in its reasonable opinion, acting in good faith, to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which, inter alia, this Agreement has been entered into or would entail any cost or expense to the Sponsor (unless, in the case of any adverse effect on such financial basis, or cost or expense, the Sponsor shall have been indemnified or otherwise secured to its satisfaction). 9.6.1 If a claim shall be made by the Sponsor for any Tax for which the Guarantor may be required to indemnify the Sponsor pursuant to Clause 8.2 or Clause 8.5, and under applicable law of the taxing jurisdiction the Guarantor is allowed to contest directly such Tax in its own name, then without prejudice to the obligation of the Guarantor to pay any sum due to the Sponsor pursuant to this Clause 8 on its due date, the Guarantor shall be permitted, at is expense and in its own name, and with the prior written consent of the Sponsor, to contest the imposition of such claim. 9.6.2 If the Guarantor is prevented by applicable law from validly contesting such claim in its own name or if it is necessary for the Sponsor to join in or assist in the contesting by the Guarantor of any claim, upon request of the Guarantor supported by an opinion of counsel selected by the Guarantor reasonably acceptable to the Sponsor confirming that there is a reasonable basis for contesting the validity, applicability or amount of such Taxes, the Sponsor shall, subject to sub-clause 8.7.3, in good faith, at the Guarantor’s expense, contest or assist in contesting the imposition of such Tax. After considering any views offered by the Sponsor and the Sponsor’s counsel concerning the forum in which a claim is most likely to be favourably resolved, the Guarantor may in its sole discretion select the forum for such consent and determine whether any such contest shall be by (a) resisting payment of such Tax, (b) paying such Tax under protest, (c) paying such Tax and seeking a refund or other repayment thereof or (d) seeking a reduction in the amount of such Tax. 9.6.3 In no event shall the Sponsor be required to contest nor shall the Sponsor be required to join in or assist in contesting the imposition of any such Tax: (a) if the Sponsor reasonably believes that to do so would be prejudicial to its interest; (b) unless the Guarantor shall have agreed to pay the Sponsor on demand, and indemnify the Sponsor from, all reasonable costs and expenses that the Sponsor incurs in contesting or assisting in contesting such claim or arising out of or relating to such contest or assistance (including, but not limited to, all reasonable out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties and interest); and (c) if such contest shall be conducted in a manner requiring the prior payment of the claim by the Sponsor or, if the Guarantor shall request the Sponsor to make payment thereof pursuant to sub-clauses (b) or (c) of Clause 8.7.2 unless the Guarantor shall have advanced to the Sponsor sufficient funds (on an interest free basis) (and if such payment results in Taxable income to the Sponsor in respect of which the Sponsor does not receive a corresponding deduction, on an after tax basis) to make such payment.

Payment and Taxes. 9.1 All payments to be (a) For all purchases made by through a Reseller the Guarantor under this Agreement fees, payment terms and tax terms shall be as agreed exclusively by and between You and the Reseller. (b) For purchases made directly with SoftwareONE, the following shall apply: (i) License Fees and Support Fees shall be as set out in the Order Form. You shall pay the License Fees and Support Fees in accordance with the payment terms and in the currency set out in the Order Form. All License Fees and Support Fees are non-refundable and shall be due and payable, in full, without by You. (ii) All amounts payable to SoftwareONE hereunder are exclusive of Taxes (except for any set-off or counterclaim whatsoever Taxes based solely on SoftwareONE’s net income) and free expenses which shall be added to the relevant invoice and clear be payable by You in addition thereto. Any Taxes due shall be chargeable at the rate prevailing at the date of all deductions or withholdings whatsoever save only as may invoice. Expenses (if any) shall be charged at cost. If You are required by law for value on the day on which payment is due. 9.2 If at to deduct or withhold any time the Guarantor is required to make any deduction or withholding in respect of Taxes from any payment due under this Agreementamount payable to SoftwareONE, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and the sum due from the Guarantor in respect of such payment shall payable by You will be increased to the extent necessary to ensure thatso that after making all required deductions and withholdings, after the making of such deduction or withholding, the Sponsor SoftwareONE receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum an amount equal to the sum which amount it would have received had no such deduction deductions or withholding withholdings been required made. (iii) SoftwareONE shall be entitled to charge interest on any outstanding amount at a rate of 1.5% per month or the highest amount permitted by law, without any written demand or notice of default, until the amount is paid in full. SoftwareONE may cease the provision of the Software and/or the Support Services if any amount due to SoftwareONE under this Agreement is not paid when due. (iv) All amounts payable by You will be made without setoff or counterclaim, and the Guarantor and shall indemnify the Sponsor against any losses or costs incurred by it by reason of any failure of the Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall promptly deliver to the Sponsor any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of without any deduction or withholding as aforesaidwithholding. 9.3 If, following any such deduction or withholding as is referred to in Clause 8.2 from any payment by the Guarantor, the Sponsor shall receive or be granted a credit against or remission for any Taxes payable by it, the Sponsor shall, subject to the Guarantor having made any increased payment in accordance with Clause 8.2 and to the extent that the Sponsor can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Sponsor to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Sponsor shall acting in its absolute discretion certify to be the proportion of such credit or remission as will leave the Sponsor (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement shall be made forthwith upon the Sponsor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Sponsor to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this Clause 8.3 be entitled to enquire about the Sponsor’s tax affairs. 9.4 Without prejudice to the foregoing provisions of this Clause 8, if the Sponsor is required to make any payment on account of Tax (not being a Tax imposed on and calculated by reference to the net income or a capital gain of the Sponsor by the jurisdiction in which it is incorporated other than any such Tax (including in respect of any balancing charge) imposed as a consequence of the exercise of the Put Option, the First Call Option or the Second Call Option (after taking into account the acquisition by the Sponsor of the Option Interest or the Residual Partnership Interest as the case may be) or otherwise on or in relation to any sum received or receivable or deemed to be received or receivable hereunder by the Sponsor (including any sum received or receivable or deemed to be received or receivable under this Clause 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Sponsor, the Guarantor shall, upon demand of the Sponsor, promptly indemnify the Sponsor against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith (except to the extent that such interest penalties, costs or expenses have been incurred by the Sponsor’s gross negligence or wilful misconduct) by making to the Sponsor such payment as is necessary to ensure that the Sponsor receives a sum net of such Tax equal to the sum which it would have received had no such Tax been imposed. 9.5 If the Guarantor is required to indemnify the Sponsor pursuant to Clause 8.5 or a Tax arises in respect of which the Guarantor has an obligation under this Clause 8, then, without in any way limiting, reducing or otherwise qualifying any rights or obligations of the Sponsor, the Sponsor shall promptly upon becoming aware of the same notify the Guarantor thereof and, in consultation in good faith with the Guarantor, for a period of up to sixty (60) days from the date of such notification, the Sponsor shall take such steps at the request and expense of the Guarantor as may be open to it to mitigate the effects of such circumstances on the Guarantor including, without limiting the generality of the foregoing by using all reasonable endeavours to transfer its rights and obligations under this Agreement to another office or to a subsidiary or an affiliate of the Sponsor or to another institution, in each case not affected by the relevant circumstances provided that the Sponsor shall not be under any obligation to take or continue to take any such action or other steps if the Guarantor is in breach of this Agreement or if in its reasonable opinion, acting in good faith, to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which, inter alia, this Agreement has been entered into or would entail any cost or expense to the Sponsor (unless, in the case of any adverse effect on such financial basis, or cost or expense, the Sponsor shall have been indemnified or otherwise secured to its satisfaction). 9.6.1 If a claim shall be made by the Sponsor for any Tax for which the Guarantor may be required to indemnify the Sponsor pursuant to Clause 8.2 or Clause 8.5, and under applicable law of the taxing jurisdiction the Guarantor is allowed to contest directly such Tax in its own name, then without prejudice to the obligation of the Guarantor to pay any sum due to the Sponsor pursuant to this Clause 8 on its due date, the Guarantor shall be permitted, at is expense and in its own name, and with the prior written consent of the Sponsor, to contest the imposition of such claim. 9.6.2 If the Guarantor is prevented by applicable law from validly contesting such claim in its own name or if it is necessary for the Sponsor to join in or assist in the contesting by the Guarantor of any claim, upon request of the Guarantor supported by an opinion of counsel selected by the Guarantor reasonably acceptable to the Sponsor confirming that there is a reasonable basis for contesting the validity, applicability or amount of such Taxes, the Sponsor shall, subject to sub-clause 8.7.3, in good faith, at the Guarantor’s expense, contest or assist in contesting the imposition of such Tax. After considering any views offered by the Sponsor and the Sponsor’s counsel concerning the forum in which a claim is most likely to be favourably resolved, the Guarantor may in its sole discretion select the forum for such consent and determine whether any such contest shall be by (a) resisting payment of such Tax, (b) paying such Tax under protest, (c) paying such Tax and seeking a refund or other repayment thereof or (d) seeking a reduction in the amount of such Tax. 9.6.3 In no event shall the Sponsor be required to contest nor shall the Sponsor be required to join in or assist in contesting the imposition of any such Tax: (a) if the Sponsor reasonably believes that to do so would be prejudicial to its interest; (b) unless the Guarantor shall have agreed to pay the Sponsor on demand, and indemnify the Sponsor from, all reasonable costs and expenses that the Sponsor incurs in contesting or assisting in contesting such claim or arising out of or relating to such contest or assistance (including, but not limited to, all reasonable out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties and interest); and (c) if such contest Unless otherwise agreed in writing by SoftwareONE, SoftwareONE shall be conducted in a manner requiring the prior payment of the claim by the Sponsor or, if the Guarantor shall request the Sponsor entitled to make payment thereof pursuant to sub-clauses (b) or (c) of Clause 8.7.2 unless the Guarantor shall have advanced to the Sponsor sufficient funds (increase License Fees and/or Support Fees on an interest free basisannual basis from the Effective Date during the relevant Software License Term. In addition, and notwithstanding any agreement with SoftwareONE to fix License Fees and/or Support Fees, SoftwareONE shall (upon the provision of reasonable evidence) be entitled to immediately increase License Fees and/or Support Fees at any time during the relevant Software License Term on notice to You in circumstances where SoftwareONE’s costs increase by an amount greater than ten per cent (and if 10%) for any single vendor due to a rise in the price of development tools, software licensing, partner program costs for SAP or other third party products and/or services that are required to develop, license, certify or maintain the Software and/or to provide the Support Services. SoftwareONE shall be entitled to invoice You for such payment results in Taxable income to increased License Fees and/or Support Fees on or after the Sponsor in respect of which the Sponsor does not receive a corresponding deduction, on an after tax basis) to make such paymentnotification date.

Payment and Taxes. 9.1 All payments to be made by the Guarantor under this Agreement 3.1 Repayments shall be made due and payable on the Payment Date as specified by Xxxxxx. The Payment Period for a Loan shall begin on the first day of the month following the Commencement Date. Xxxxxxxx will remit each Payment payable hereunder to the address specified in fullthe invoice sent by Xxxxxx to Borrower or elsewhere as otherwise instructed by Xxxxxx in writing. If any Payment is due on a non-Business Day, without any set-off or counterclaim whatsoever then such Payment shall become due and free and clear of all deductions or withholdings whatsoever save only payable on the next Business Day. 3.2 The Payment method will be specified in a Schedule. If direct debit is specified on the Schedule, the Borrower agrees to return to Lender, before the Commencement Date, direct debit documentation as may be required by law for value on the day on which payment is dueXxxxxx. 9.2 If at 3.3 For any time the Guarantor is required to make any deduction or withholding Payment not paid in respect of Taxes from any payment due under this Agreement, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and the sum due from the Guarantor in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Sponsor receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Guarantor and shall indemnify the Sponsor against any losses or costs incurred by it by reason of any failure of the Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall promptly deliver to the Sponsor any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 9.3 If, following any such deduction or withholding as is referred to in Clause 8.2 from any payment by the Guarantor, the Sponsor shall receive or be granted a credit against or remission for any Taxes payable by it, the Sponsor shall, subject to the Guarantor having made any increased payment in accordance with Clause 8.2 and to the extent that the Sponsor can do so without prejudicing the retention of the amount of such credit or remission and without prejudice to the right of the Sponsor to obtain any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Sponsor shall acting in its absolute discretion certify to be the proportion of such credit or remission as will leave the Sponsor (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement shall be made forthwith upon the Sponsor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Sponsor to rearrange its tax affairs or to disclose any information regarding its tax affairs and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this Clause 8.3 be entitled to enquire about the Sponsor’s tax affairs. 9.4 Without prejudice to the foregoing provisions of this Clause 8, if the Sponsor is required to make any payment on account of Tax (not being a Tax imposed on and calculated by reference to the net income or a capital gain of the Sponsor by the jurisdiction in which it is incorporated other than any such Tax (including in respect of any balancing charge) imposed as a consequence of the exercise of the Put Option, the First Call Option or the Second Call Option (after taking into account the acquisition by the Sponsor of the Option Interest or the Residual Partnership Interest as the case may be) or otherwise on or in relation to any sum received or receivable or deemed to be received or receivable hereunder by the Sponsor (including any sum received or receivable or deemed to be received or receivable under this Clause 8) or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Sponsor, the Guarantor shall, upon demand of the Sponsor, promptly indemnify the Sponsor against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith (except to the extent that such interest penalties, costs or expenses have been incurred by the Sponsor’s gross negligence or wilful misconduct) by making to the Sponsor such payment as is necessary to ensure that the Sponsor receives a sum net of such Tax equal to the sum which it would have received had no such Tax been imposed. 9.5 If the Guarantor is required to indemnify the Sponsor pursuant to Clause 8.5 or a Tax arises in respect of which the Guarantor has an obligation under this Clause 8, then, without in any way limiting, reducing or otherwise qualifying any rights or obligations of the Sponsor, the Sponsor shall promptly upon becoming aware of the same notify the Guarantor thereof and, in consultation in good faith with the Guarantor, for a period of up to sixty (60) days from the date of such notification, the Sponsor shall take such steps at the request and expense of the Guarantor as may be open to it to mitigate the effects of such circumstances on the Guarantor including, without limiting the generality of the foregoing by using all reasonable endeavours to transfer its rights and obligations under this Agreement to another office or to a subsidiary or an affiliate of the Sponsor or to another institution, in each case not affected by the relevant circumstances provided that the Sponsor shall not be under any obligation to take or continue to take any such action or other steps if the Guarantor is in breach of this Agreement or if in its reasonable opinion, acting in good faith, to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which, inter alia, this Agreement has been entered into or would entail any cost or expense to the Sponsor (unless, in the case of any adverse effect on such financial basis, or cost or expense, the Sponsor shall have been indemnified or otherwise secured to its satisfaction). 9.6.1 If a claim shall be made by the Sponsor for any Tax for which the Guarantor may be required to indemnify the Sponsor pursuant to Clause 8.2 or Clause 8.5, and under applicable law of the taxing jurisdiction the Guarantor is allowed to contest directly such Tax in its own name, then without prejudice to the obligation of the Guarantor to pay any sum due to the Sponsor pursuant to this Clause 8 on its due date, the Guarantor shall be permitted, at is expense and Xxxxxx also agrees to pay a fee in its own name, and with the prior written consent an amount equal to three quarters percent (0.75%) of the Sponsorunpaid Payment for each month or any part thereof that such Payment remains unpaid (“Unpaid Amount”) from the due date until the actual date such Unpaid Amount is paid in full, subject to contest maximum limitations of applicable law (the imposition “Late Payment Fee”). If it is determined that any amounts received from Lessee under the Agreement in respect of such claim. 9.6.2 If interest or finance charges were in excess of the Guarantor is prevented highest rate allowed by applicable law from validly contesting then the amount representing such claim in its own name or if it is necessary for the Sponsor excess shall be credited to join in or assist Lessee’s other obligations to Lessor or, in the contesting by the Guarantor event such other obligations have been satisfied in full, refunded to Lessee. In case of any claimlate payment, upon request Lessee shall pay Lessor a fixed indemnity of the Guarantor supported by an opinion of counsel selected by the Guarantor reasonably acceptable forty (40) euros, to the Sponsor confirming that there is a reasonable basis for contesting the validitycover Lessor 's debt collection costs. Should these costs exceed forty (40) euros, applicability or amount of such Taxes, the Sponsor shallLessor shall be entitled to complementary indemnification, subject to sub-clause 8.7.3justification of the amount claimed. 3.4 Xxxxxxxx agrees that, upon the Commencement Date, Xxxxxxxx’s obligations under the Agreement become irrevocable and independent of acceptance of the Financed Product, and . Xxxxxxxx’s obligation to make all Payments in good faithfull when due, at becomes absolute and unconditional, without set off, counterclaim, withholding, deduction, abatement, recoupment, or defense of any kind, and irrespective of errors or deficiencies in or the Guarantorperformance or the quality of the Product, or the performance by Lender or any other third party Supplier. 3.5 At Lender’s expensediscretion, contest or assist following the occurrence of a Default, Payments received by Lender may be applied in contesting the imposition of such following order: first to Late Payment Fees, second to overdue Repayments, and third to other Payments. 3.6 All prices, fees, charges and/or other possible amounts are stated excluding VAT (Value Added Tax). After considering any views offered by the Sponsor and the Sponsor’s counsel concerning the forum in which a claim Where VAT is most likely to be favourably resolved, the Guarantor may in its sole discretion select the forum for such consent and determine whether any such contest due this shall be by (a) resisting payment of such Taxadded to the payable prices, (b) paying such Tax under protest, (c) paying such Tax and seeking a refund or other repayment thereof or (d) seeking a reduction in the amount of such Tax. 9.6.3 In no event shall the Sponsor be required to contest nor shall the Sponsor be required to join in or assist in contesting the imposition of any such Tax: (a) if the Sponsor reasonably believes that to do so would be prejudicial to its interest; (b) unless the Guarantor shall have agreed to pay the Sponsor on demand, and indemnify the Sponsor from, all reasonable costs and expenses that the Sponsor incurs in contesting or assisting in contesting such claim or arising out of or relating to such contest or assistance (including, but not limited to, all reasonable out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties and interest); and (c) if such contest shall be conducted in a manner requiring the prior payment of the claim by the Sponsor or, if the Guarantor shall request the Sponsor to make payment thereof pursuant to sub-clauses (b) or (c) of Clause 8.7.2 unless the Guarantor shall have advanced to the Sponsor sufficient funds (on an interest free basis) (and if such payment results in Taxable income to the Sponsor in respect of which the Sponsor does not receive a corresponding deduction, on an after tax basis) to make such payment.charges and/or other possible amounts

Payment and Taxes. 9.1 All Unless and until Licensee is otherwise notified by Licensor, all payments due to be made by the Guarantor under this Agreement Licensor hereunder shall be made in United States Dollars (converted from [____] at the exchange rate published in the U.S. Edition of The Wall Street Journal on the earlier of the actual payment date and the payment due date) by wire transfer to the following account: [__________________]. Amounts which become due to Licensor hereunder (including, without limitation, any advances or guarantee payments) shall immediately be due and payable and shall immediately be non-recoupable, non-refundable and not subject to rebate, deduction or offset of any kind. Without prejudice to any other right or remedy available to Licensor, if Licensee fails to pay any license fees or advances or guarantees when due and payable, interest shall accrue on any such overdue amount until such time as the overdue amount is paid in full, without any set-off at a rate equal to the lesser of one hundred ten percent (110%) of the prime rate announced from time to time in the U.S. edition of the Wall Street Journal (the “Prime Rate”) or counterclaim whatsoever the permitted maximum legal rate. [All prices and payments stated herein shall be exclusive of and made free and clear of all deductions or withholdings whatsoever save only as may be required by law for value on the day on which payment is due. 9.2 If at any time the Guarantor is required to make any and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority unless such deduction or withholding is required by applicable law, in respect which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of Taxes payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor for the withholding taxes deducted from license fees.]47 Licensee shall pay and hold Licensor forever harmless from and against any payment due and all taxes levied or based upon the licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an Included Program hereunder, including, without limitation, all sales, use, value added, withholding or similar taxes. For clarity, Licensee is not liable for any of the taxes Licensor is legally obligated to pay which are incurred or arise in connection with Licensor’s license to Licensee under this Agreement, it and all such taxes (including but not limited to net income or gross receipts taxes, franchise taxes, and/or property taxes) shall be the sole financial responsibility of Licensor, provided that Licensee shall pay the full amount to Licensor any sales, use or value added taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be deducted or withheld collected from Licensee by Licensor under applicable law. Licensee may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate. [If pursuant to Brazilian law, any registration and/or payment is due by Licensee as a result of the exhibition of the Included Programs under this Agreement, Licensee shall obtain the necessary registrations with the Brazilian Cinema Agency, and shall pay and not deduct from the License Fees any Condecine tax, if applicable.]48 The parties acknowledge and agree that the provisions of this Article 6 are of the essence. Licensee covenants and agrees to make all payments to Licensor hereunder in a timely manner. PHYSICAL MATERIALS. For each Included Program, Licensor shall make available to Licensee at least thirty (30) days prior to the relevant taxation or other authority within the time allowed Availability Date for such Included Program an encoded digital file (a “Copy”), together with available Advertising Materials (defined at Schedule A, Section 12.1) and music cue sheets. Licensor will only supply one encoded digital file per Included Program based on Licensor’s pre-determined specifications. [Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) of [_____] for each Current Feature and Library Feature made available by Licensor in Standard Definition, [_____] for each Current Feature and Library Feature made available by Licensor in High Definition, [____] for each Television Episode made available by Licensor in Standard Definition, and [___] for each Television Episode made available by Licensor in High Definition.] Licensor shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment under applicable law to Licensor within 45 days after the delivery of such invoice. To the extent Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the sum due from associated costs; provided that Licensor shall have the Guarantor right to approve the quality of Licensee’s encoding. Licensee shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and any and all costs associated therewith.49 [Closed Captioning. Licensee shall render and/or pass through all closed caption files provided by Licensor in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Sponsor receives connection with each Included Program exhibited on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Guarantor and shall indemnify the Sponsor against any losses or costs incurred by it by reason of any failure of the Guarantor to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Guarantor shall promptly deliver to the Sponsor any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 9.3 If, following any such deduction or withholding as is referred to in Clause 8.2 from any payment by the Guarantor, the Sponsor shall receive or be granted a credit against or remission for any Taxes payable by it, the Sponsor shall, subject to the Guarantor having made any increased payment Licensed Service in accordance with Clause 8.2 the 21st Century Communication and Video Programming Accessibility Act, as promulgated by the requirements, rules and regulations of the Federal Communications Commission, as may be amended, modified or supplemented (the “CVAA”) and applicable law. [IF LICENSEE IS TAKING SMPTE-TT, NO FURTHER LANGUAGE IS REQUIRED. IF LICENSEE REQUESTS A DIFFERENT FORMAT, ADD THE FOLLOWING LANGUAGE: Licensor makes no representations or warranties with respect to closed captioning files delivered to Licensee in the [insert format, e.g., .scc] format hereunder. The risk of liability in connection with the use of closed captioning files in the [insert format, e.g., .scc] format shall be borne solely by Licensee.] [ADD THE FOLLOWING INDEMNIFICATION IF APPROPRIATE TO THE RELATIONSHIP. THE INDEMNIFICATION IS ONLY A “NICE TO HAVE” AND IS NOT REQUIRED: Licensee shall indemnify and hold harmless Licensor and its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and affiliates and their officers, directors, equity owners, employees and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from or in connection with the [insert licensee requested format, e.g., .scc] format for the closed captioning of the Included Programs on the Licensed Service.]50 Within thirty (30) days following the last day of the License Period with respect to each Included Program, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such. Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. In no event shall Licensor be required to deliver Copies in any language version other than the original language version. [To the extent that available, Licensor will provide [_______] subtitle files and [__________] audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in [__________], and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, either Licensor or Licensee shall have the Sponsor can right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so without prejudicing the retention of the amount in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such credit materials by Licensor or remission and without prejudice to the right of the Sponsor to obtain its designee in any other relief or allowance which may be available to it, reimburse the Guarantor with such amount as the Sponsor shall acting country in its absolute discretion certify to be the proportion of such credit or remission as will leave the Sponsor (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Guarantor as aforesaid. Such reimbursement all media shall be made forthwith upon the Sponsor certifying that the amount of such credit or remission has been received by it. Nothing contained in this Agreement shall oblige the Sponsor to rearrange its tax affairs or to disclose any information regarding its tax affairs free and computations. Without prejudice to the generality of the foregoing, the Guarantor shall not, by virtue of this Clause 8.3 be entitled to enquire about the Sponsor’s tax affairs. 9.4 Without prejudice to the foregoing provisions of this Clause 8, if the Sponsor is required to make any payment on account of Tax (not being a Tax imposed on and calculated by reference to the net income or a capital gain of the Sponsor by the jurisdiction in which it is incorporated other than any such Tax (including in respect clear of any balancing charge) imposed as a consequence residual or reuse fees. Licensee shall indemnify and hold harmless the Licensor Indemnified Parties from and against any and all claims, actions, causes of the exercise of the Put Optionaction, the First Call Option or the Second Call Option (after taking into account the acquisition by the Sponsor of the Option Interest or the Residual Partnership Interest as the case may be) or otherwise on or in relation to any sum received or receivable or deemed to be received or receivable hereunder by the Sponsor (including any sum received or receivable or deemed to be received or receivable under this Clause 8) or any liability in respect of any such payment is asserteddamages, imposedlosses, levied or assessed against the Sponsor, the Guarantor shall, upon demand of the Sponsor, promptly indemnify the Sponsor against such payment or liability, together with any interest, penaltiesliabilities, costs and expenses payable or incurred (including fees and disbursements of counsel) arising out of, in connection therewith (except with or founded upon such dubbing or subtitling. All rights, including copyrights and trademarks, in such dubbed and subtitled versions of the Included Programs licensed hereunder, shall vest in Licensor upon creation thereof, subject only to the extent rights granted herein to Licensee hereunder during the Term hereof. Licensee acknowledges and agrees that Licensee is not granted and is not acquiring any ownership rights in or of, or interest in, any Copy, Included Program or dubbed or subtitled version of an Included Program by reason of Licensee’s permitted use or manufacture thereof. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any dubbed and subtitled versions necessary or desirable to evidence or effectuate Licensor’s ownership thereof and in the event that Licensee fails or refuses to execute, acknowledge or deliver any such instrument or documents then Licensor shall be deemed to be, and Licensee hereby nominates, constitutes and appoints Licensor its true and lawful attorney in fact irrevocably to execute and deliver all such instruments in Licensee’s name or otherwise, it being acknowledged that such interest penaltiespower is a power coupled with an interest. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, costs Licensee shall forward to Licensor a copy of such originally dubbed or expenses have been incurred by the Sponsor’s gross negligence or wilful misconduct) by making subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the Sponsor such payment as is necessary to ensure that the Sponsor receives a sum net master of such Tax equal to dubbed and/or subtitled version. Following the sum which it would have received had no such Tax been imposed. 9.5 If the Guarantor is required to indemnify the Sponsor pursuant to Clause 8.5 or a Tax arises in respect of which the Guarantor has an obligation under this Clause 8, then, without in any way limiting, reducing or otherwise qualifying any rights or obligations conclusion of the SponsorLicense Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the Sponsor shall promptly upon becoming aware master and all copies of the same notify the Guarantor thereof and, in consultation in good faith with the Guarantor, for a period of up to sixty (60) days from the date all dubbed and subtitled versions of such notification, the Sponsor shall take such steps at the request and expense of the Guarantor as may be open to it to mitigate the effects of such circumstances on the Guarantor including, without limiting the generality of the foregoing by using all reasonable endeavours to transfer its rights and obligations under this Agreement to another office or to a subsidiary or an affiliate of the Sponsor or to another institution, in each case not affected by the relevant circumstances provided that the Sponsor shall not be under any obligation to take or continue to take any such action or other steps if the Guarantor is in breach of this Agreement or if in its reasonable opinion, acting in good faith, to do so would have a material adverse effect on its business, operations or financial condition or the financial basis under which, inter alia, this Agreement has been entered into or would entail any cost or expense to the Sponsor (unless, in the case of any adverse effect on such financial basis, or cost or expense, the Sponsor shall have been indemnified or otherwise secured to its satisfaction). 9.6.1 If a claim shall be made by the Sponsor for any Tax for which the Guarantor may be required to indemnify the Sponsor pursuant to Clause 8.2 or Clause 8.5, and under applicable law of the taxing jurisdiction the Guarantor is allowed to contest directly such Tax in its own name, then without prejudice to the obligation of the Guarantor to pay any sum due to the Sponsor pursuant to this Clause 8 on its due date, the Guarantor shall be permitted, at is expense and in its own name, and with the prior written consent of the Sponsor, to contest the imposition of such claim. 9.6.2 If the Guarantor is prevented by applicable law from validly contesting such claim in its own name or if it is necessary for the Sponsor to join in or assist in the contesting by the Guarantor of any claim, upon request of the Guarantor supported by an opinion of counsel selected by the Guarantor reasonably acceptable to the Sponsor confirming that there is a reasonable basis for contesting the validity, applicability or amount of such Taxes, the Sponsor shall, subject to sub-clause 8.7.3, in good faith, at the Guarantor’s expense, contest or assist in contesting the imposition of such Tax. After considering any views offered by the Sponsor and the Sponsor’s counsel concerning the forum in which a claim is most likely to be favourably resolved, the Guarantor may in its sole discretion select the forum for such consent and determine whether any such contest shall be by (a) resisting payment of such Tax, (b) paying such Tax under protest, (c) paying such Tax and seeking a refund or other repayment thereof or (d) seeking a reduction in the amount of such Tax. 9.6.3 In no event shall the Sponsor be required to contest nor shall the Sponsor be required to join in or assist in contesting the imposition of any such Tax: (a) if the Sponsor reasonably believes that to do so would be prejudicial to its interest; (b) unless the Guarantor shall have agreed to pay the Sponsor on demand, and indemnify the Sponsor from, all reasonable costs and expenses that the Sponsor incurs in contesting or assisting in contesting such claim or arising out of or relating to such contest or assistance (including, but not limited to, all reasonable out-of-pocket costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties and interest); and (c) if such contest shall be conducted in a manner requiring the prior payment of the claim by the Sponsor or, if the Guarantor shall request the Sponsor to make payment thereof pursuant to sub-clauses (b) or (c) of Clause 8.7.2 unless the Guarantor shall have advanced to the Sponsor sufficient funds (on an interest free basis) (and if such payment results in Taxable income to the Sponsor in respect of which the Sponsor does not receive a corresponding deduction, on an after tax basis) to make such payment.Included Program.]51