Common use of Taxes and Governmental Charges Clause in Contracts

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

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

Taxes and Governmental Charges. [**] of all taxes assessed on NU which are attributable to [**] when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against NECOM's installation, maintenance or operation (a) As of the connections to the Cable or against NECOM's business with regards to the Cable or the connection thereof, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to NU, NU shall indemnify NECOM against any and all actions which may be brought against NU and NECOM with regard to NU's remittance of said payments to any taxing authority or governmental agency. NECOM shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU shall [**] all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against NU's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. NU shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. NU shall take reasonable efforts suggested by NECOM to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. NECOM shall hold harmless, indemnify and defend NU in the event [**] that NU may request from NECOM from time to time and which NECOM agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] date of this Agreement, NECOM agrees BCF has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to [**] specified have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a BCF Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in Section 22.1(b)(iall material respects; (ii) [**] sufficient duly kept all records which it is required to [**] keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of BCF; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the [**] relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, provided that except where the failure to pay any such payments do Governmental Charges, or make any such remittance, deduction or contribution or other amount would not put NECOM into default under reasonably be expected to have a BCF Material Adverse Effect. (b) The BCF Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on BCF, or their property or rights, arising out of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any financial agreements then in place. If such payments would cause an Event Taxes for any period has been asserted against BCF by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] BCF is being audited by the [**] relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of this Agreementthe statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by BCF (including the time for filing of Tax Returns or paying Taxes). ThereafterTo the knowledge of BCF there are no pending requests for any such waivers, extensions, or comparable consents. BCF has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a BCF Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the payment as specified knowledge of BCF, contemplated against BCF in Section 22.1(b)(irespect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) shall be due BCF has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to BCF, and owing. In a given yearBCF is not aware of any such investigation, [**] shall only be [**]audit or visit planned for the next twelve months.

Taxes and Governmental Charges. [**] of all taxes assessed on NU which are attributable to [**] when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against NECOM's installation, maintenance or operation (a) As of the connections to the Cable or against NECOM's business with regards to the Cable or the connection thereof, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to NU, NU shall indemnify NECOM against any and all actions which may be brought against NU and NECOM with regard to NU's remittance of said payments to any taxing authority or governmental agency. NECOM shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU shall [**] all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against NU's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. NU shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. NU shall take reasonable efforts suggested by NECOM to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. NECOM shall hold harmless, indemnify and defend NU in the event [**] that NU may request from NECOM from time to time and which NECOM agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] date of this Agreement, NECOM agrees Apolo has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to [**] specified have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have an Apolo Material Adverse Effect), and all such Tax Returns and reports are true, correct, and complete in Section 22.1(b)(iall material respects; (ii) [**] sufficient duly kept all records which it is required to [**] keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of Apolo; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the [**] relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, provided that except where the failure to pay any such payments do Governmental Charges, or make any such remittance, deduction or contribution or other amount would not put NECOM into default under reasonably be expected to have an Apolo Material Adverse Effect. (b) The Apolo Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Apolo, or its property or rights, arising out of operations on or before September 30, 2017, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any financial agreements then in place. If such payments would cause an Event Taxes for any period has been asserted against Apolo by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] Apolo is being audited by the [**] relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of this Agreementthe statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Apolo (including the time for filing of Tax Returns or paying Taxes). ThereafterTo the knowledge of Apolo there are no pending requests for any such waivers, extensions, or comparable consents. Apolo has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have an Apolo Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the payment as specified knowledge of Apolo, contemplated against Apolo in Section 22.1(b)(irespect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) shall be due Apolo has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Apolo, and owing. In a given yearApolo is not aware of any such investigation, [**] shall only be [**]audit or visit planned for the next twelve months.

Taxes and Governmental Charges. [**] of all taxes assessed on NU which are attributable to [**] when they become due, which shall include all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed and attributable against NECOM's installation, maintenance or operation (a) As of the connections to the Cable or against NECOM's business with regards to the Cable or the connection thereof, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax or assess other governmental charges. Upon said payment to NU, NU shall indemnify NECOM against any and all actions which may be brought against NU and NECOM with regard to NU's remittance of said payments to any taxing authority or governmental agency. NECOM shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU shall [**] all taxes, assessments and governmental charges of any kind whatsoever lawfully levied or assessed against the Cable, installation, maintenance or operation of the connections to the Cable or against NU's business with regards to the Cable or the connection thereto, including without limitation, all franchise and other fees to any Federal, State, City or other jurisdiction having the authority to tax and assess other governmental charges. NU shall have the right to pay the tax or charge under protest without being subjected to a default notice under Section 34. NU warrants that it shall remit all tax payments to taxing authorities and governmental agencies and shall not cause the Cable to be levied, attached, or otherwise encumbered by any taxing authority by not having done so. Each party shall pay without apportionment any taxes levied on it based on its business profits. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. [**]. NU shall take reasonable efforts suggested by NECOM to minimize the amount of said income tax liability on its return(s), in accordance with applicable laws and regulations. At present, based upon using a twenty-year depreciation schedule, the parties estimate this tax liability to be [**]. NECOM shall hold harmless, indemnify and defend NU in the event [**] that NU may request from NECOM from time to time and which NECOM agrees to provide, which [**] described in this paragraph. If said [**] has not been attained on the [**] date of this Agreement, NECOM agrees CDNM has: (i) duly and in a timely manner filed all Tax Returns and reports required by Law to [**] specified have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have an CDNM Material Adverse Effect), and all such Tax Returns and reports are true, correct and complete in Section 22.1(b)(iall material respects; (ii) [**] sufficient duly kept all records which it is required to [**] keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of CDNM; (iii) duly and correctly reported all income and other amounts required to be reported; (iv) paid all Taxes to the extent that such Taxes have been assessed by the [**] relevant taxation authority; and (v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, provided that except where the failure to pay any such payments do Governmental Charges, or make any such remittance, deduction or contribution or other amount would not put NECOM into default under reasonably be expected to have an CDNM Material Adverse Effect. (b) The CDNM Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on CDNM, or its property or rights, arising out of operations on or before September 30, 2018, regardless of whether such amounts are payable before or after the Effective Date. (c) No deficiency in payment of any financial agreements then in place. If such payments would cause an Event Taxes for any period has been asserted against CDNM by any Governmental Authority and remains unsettled at the date hereof. (d) No Tax Return of Default under any financial document, the parties agree to use their best efforts to devise and agree upon an alternative payment plan that would [**] CDNM is being audited by the [**] relevant taxing authority. There are no outstanding waivers, objections, extensions or comparable consents regarding the application of this Agreementthe statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by CDNM (including the time for filing of Tax Returns or paying Taxes). ThereafterTo the knowledge of CDNM, there are no pending requests for any such waivers, extensions, or comparable consents. CDNM has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have an CDNM Material Adverse Effect. (e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the payment as specified knowledge of CDNM, contemplated against CDNM in Section 22.1(b)(irespect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes. (f) shall be due CDNM has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to CDNM, and owing. In a given yearCDNM is not aware of any such investigation, [**] shall only be [**]audit or visit planned for the next twelve months.

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