Common use of Payments Taxes Clause in Contracts

Payments Taxes. 6.1 iAsiaWorks shall assist Client in the connection of the Equipment to the Network at the sites listed in Attachment I. Excluding amounts previously ------------ remitted by Client to iAsiaWorks hereunder, applicable per-installation charges will be payable upon completion of each installation. iAsiaWorks will invoice Client for such charges within three business days after the completion of each installation hereunder with payment due net 30 days thereafter. 6.2 Monthly Service fees (the "Service Fees") will be invoiced in advance on the first of each month in which Services will be rendered, commencing in the first month after an iAsiaWorks hub and functioning circuit have been connected to the Equipment and are operational. If Client fails to notify iAsiaWorks within three business days after installation that the connection is non- operational, iAsiaWorks may commence invoicing for its Service Fees. The first month of operation will be billed in arrears on a pro rata basis with the -------- Service Fees therefor included in iAsiaWorks' invoice for the Service Fees for the next month. 6.3 Payment of all Service Fees and, except as set forth above, other amounts, if any, due hereunder, is due in U.S. dollars net 30 days after date of invoice, payable via wire transfer or other mutually agreed upon method in accordance with instructions provided by iAsiaWorks. iAsiaWorks may charge a late fee equal to the lesser of 12% per annum or the maximum interest rate permitted by law on undisputed amounts not paid when due for as long as such amount remains unpaid. However, if Client disputes any invoiced amount in good faith, it must submit to iAsiaWorks, within 45 days following the date of invoice (the "Challenge Period"), full payment of the undisputed portion of the invoice and written documentation identifying and substantiating the disputed amount. Any amount not disputed in writing within the Challenge Period will be deemed accepted for payment in full by Client. 6.4 Notwithstanding anything set forth above or in Attachment 1, Client ------------ acknowledges and agrees that China Telecom or any successor entity and any third party in the PRC or any successor entity (the "Third Party") through which iAsiaWorks obtains access to telecommunications circuits in the People's Republic of China ("PRC") require monthly deposits against future service. Accordingly, within 10 business days of the Effective Date, Client will remit the amount set forth in Attachment I (the "PRC Funds") in payment of the first ------------ month's Services in the PRC and two separate one-month security deposits in the amounts set forth therein. iAsiaWorks will promptly remit the PRC Funds to the Third Party for disbursement as appropriate to China Telecom.* 6.4.1 At such time as Client elects to terminate the services provided by China Telecom for any reason Client will promptly notify iAsiaWorks in writing and iAsiaWorks will take the actions necessary to terminate such services. Following termination of the services, assuming that Client is current in the payment of all Service Fees and in compliance with all rules and regulations imposed by China Telecom, the Third Party or any other successor or replacement entity, iAsiaWorks will refund to Client all PRC Funds, including any prorated payments and deposits, returned to iAsiaWorks, if any, or, at Client's option, apply those Funds to future Service Fees. 6.4.2 Client acknowledges and agrees that, with respect to the payment of the PRC Funds and the arranging for telecommunications services to be provided in the PRC, iAsiaWorks is acting solely as Client's agent and will bear no liability or responsibility for the PRC Funds (other than on iAsiaWorks' misappropriation thereof), China Telecom's provision of telecommunications services and circuits in the PRC, the repayment of each of the two separate security deposits by the PRC and the Third Party, respectively, or any other related matter. Client will indemnify and defend iAsiaWorks against any claims arising out iAsiaWorks' acts or omissions on Client's behalf under this Section 6.4 and acknowledges that it is fully liable therefor. 6.5 All Service Fees and other amounts quoted to the Client herein are exclusive of any federal, state, municipal or other governmental taxes, duties, fees, tariffs or withholding obligations now or hereafter imposed on Client's use of the Network and related Services. Such taxes, if any, other than taxes assessed against iAsiaWorks' net income, will be invoiced separately by iAsiaWorks and paid by Client or Client shall provide iAsiaWorks and/or the appropriate authority with proof of exemption. If, in any international jurisdiction, taxes must be withheld on any amounts to be paid by Client to iAsiaWorks, the Client shall promptly notify iAsiaWorks, and, unless instructed otherwise by iAsiaWorks, may deduct such taxes from the amount due and remit the taxes to the appropriate authority.

Payments Taxes. 6.1 iAsiaWorks shall assist Client a. The Purchase Price will be paid in four (4) installments consisting of three (3) pre-delivery payments (each a “PDP”) and a fourth payment due on the date that the Aircraft and Options are delivered and the transaction is closed (the “Closing”), as follows: i. The first PDP, in the connection of the Equipment to the Network at the sites listed in Attachment I. Excluding amounts previously ------------ remitted by Client to iAsiaWorks hereunder, applicable per-installation charges will be payable upon completion of each installation. iAsiaWorks will invoice Client for such charges within three business days after the completion of each installation hereunder with payment due net 30 days thereafter. 6.2 Monthly Service fees (the "Service Fees") will be invoiced in advance on the first of each month in which Services will be rendered, commencing in the first month after an iAsiaWorks hub and functioning circuit have been connected to the Equipment and are operational. If Client fails to notify iAsiaWorks within three business days after installation that the connection is non- operational, iAsiaWorks may commence invoicing for its Service Fees. The first month of operation will be billed in arrears on a pro rata basis with the -------- Service Fees therefor included in iAsiaWorks' invoice for the Service Fees for the next month. 6.3 Payment of all Service Fees and, except as amount set forth above, other amounts, if any, due hereunderon Addendum 1, is due in U.S. dollars net 30 days after date of invoice, payable via wire transfer or other mutually agreed upon method in accordance with instructions provided by iAsiaWorks. iAsiaWorks may charge a late fee equal to the lesser of 12% per annum or the maximum interest rate permitted by law on undisputed amounts not paid when due for as long as such amount remains unpaid. However, if Client disputes any invoiced amount in good faith, it must submit to iAsiaWorks, within 45 days following the date of invoice (the "Challenge Period"), full payment of the undisputed portion of the invoice and written documentation identifying and substantiating the disputed amount. Any amount not disputed in writing within the Challenge Period will be deemed accepted for payment in full by Client. 6.4 Notwithstanding anything set forth above or in Attachment 1, Client ------------ acknowledges and agrees that China Telecom or any successor entity and any third party in the PRC or any successor entity (the "Third Party") through which iAsiaWorks obtains access to telecommunications circuits in the People's Republic of China ("PRC") require monthly deposits against future service. Accordingly, within 10 business days of the Effective Date, Client concurrent with Xxxxx’s execution of this Purchase Agreement. The Deposit Amount will remit be automatically applied to the amount Purchase Price on the Effective Date. If the Deposit Amount is held in ICON’s holding account with Silicon Valley Bank, Buyer hereby directs ICON and Silicon Valley Bank to release the Deposit Amount to ICON for credit against the Purchase Price; ii. The amounts and due dates of the second and third PDPs are set forth in Attachment I on Addendum 1; and iii. The balance of the Purchase Price (plus any other amounts owed to ICON hereunder) is due at Closing. b. ICON will invoice Buyer for the second and third PDPs on or about 30 days prior to the respective payment due date; provided that the failure of ICON to invoice Buyer or Buyer’s failure to receive the invoice shall not relieve Buyer of its obligations to make the payments. c. Periodic updates by ICON to Addendum 1, including to the Estimated Closing Date and changes to reflect Options (and associated changes to the Purchase Price and the timing and amount of the installment payments), will be made, if applicable, by email or via ICON’s owner center portal (currently at xxxxx://xx.xxxxxxxxxxxx.xxx) (the "PRC Funds") in payment of the first ------------ month's Services in the PRC and two separate one-month security deposits in the amounts set forth therein. iAsiaWorks will promptly remit the PRC Funds “ICON Owners Center”). d. All payments shall be made to the Third Party for disbursement as appropriate ICON by wire transfer or ACH transfer to China Telecom.* 6.4.1 At such time as Client elects to terminate the services provided an account designated by China Telecom for any reason Client will promptly notify iAsiaWorks in writing and iAsiaWorks will take the actions necessary to terminate such services. Following termination of the services, assuming that Client is current in the payment of all Service Fees ICON and in compliance with all rules and regulations imposed United States dollars. ICON may, in its discretion, accept payment from Buyer by China Telecompersonal check or cashiers’ check; provided that payment by check will not be deemed received until final funds have cleared the issuing bank. Any late payments by Buyer shall bear interest at the rate of 1.0% per month from the date due. In the event a payment is more than 15 calendar days late, the Third Party or any other successor or replacement entity, iAsiaWorks will refund to Client all PRC Funds, including any prorated payments and deposits, returned to iAsiaWorks, if any, or, at Client's option, apply those Funds to future Service FeesICON may terminate this Purchase Agreement for material breach as provided in Paragraph 8.c. 6.4.2 Client acknowledges and agrees that, with respect to the payment of the PRC Funds and the arranging for telecommunications services to be provided in the PRC, iAsiaWorks e. The Purchase Price is acting solely as Client's agent and will bear no liability or responsibility for the PRC Funds (other than on iAsiaWorks' misappropriation thereof), China Telecom's provision of telecommunications services and circuits in the PRC, the repayment of each of the two separate security deposits by the PRC and the Third Party, respectively, or any other related matter. Client will indemnify and defend iAsiaWorks against any claims arising out iAsiaWorks' acts or omissions on Client's behalf under this Section 6.4 and acknowledges that it is fully liable therefor. 6.5 All Service Fees and other amounts quoted to the Client herein are exclusive of any federalsales or use tax, state, municipal or other governmental value-added taxes, duties, feesregistration fees and any other charges or fees that may be levied by governmental authorities in connection with the purchase, tariffs sale, transfer, use, registration, export, or withholding obligations now or hereafter imposed on Client's use import of the Network and related ServicesAircraft (collectively, “Taxes”). Such taxes, if any, other than taxes assessed against iAsiaWorks' net income, Buyer will be invoiced separately solely responsible for all Taxes. Taxes required by iAsiaWorks and paid by Client or Client shall provide iAsiaWorks and/or law to be charged at the appropriate authority with proof point of exemption. If, in any international jurisdiction, taxes must be withheld on any amounts to sale will be paid by Client Xxxxx and collected by ICON. ICON may, in its discretion, provide a copy of this Purchase Agreement in addition to iAsiaWorks, the Client shall promptly notify iAsiaWorks, and, unless instructed otherwise by iAsiaWorks, may deduct such taxes from the amount due and remit the taxes other information to the appropriate authoritytaxing authorities.