Common use of Taxes and Regulatory Fees Clause in Contracts

Taxes and Regulatory Fees. (a) The Fees do not include any Taxes or Regulatory Fees payable by TI under this Agreement. (b) TELUS will separately itemize for TI, in writing, all Taxes and Regulatory Fees (if any) payable by TI, unless otherwise specified or required by applicable Laws. TI shall pay Taxes and Regulatory Fees at the same time as the Fees. (c) Unless TI provides TELUS with a valid tax or regulatory exemption certificate that is received by TELUS in a timely manner prior to issuance of the invoice, TI will pay or reimburse TELUS for Taxes or Regulatory Fees which are payable by TI to any Governmental Authority under applicable Laws arising from the Services, when invoiced by TELUS. TI’s obligations pursuant to this clause shall survive any termination of this Agreement. (d) TELUS will specify in writing to TI any applicable tax registration numbers and any other information required under applicable Laws. (e) TELUS shall not be required to honor or comply with any Tax or Regulatory Fee exemption unless TELUS has first received a valid and acceptable Tax or Regulatory Fee exemption certificate or other appropriate documentation issued by the applicable Governmental Authority. (f) If TI claims a Tax or Regulatory Fee exemption and TELUS relies on such exemption and does not collect the Tax or Regulatory Fee, and such certificate or other reliance by TELUS is subsequently found to be invalid by a Governmental Authority, then TI shall compensate TELUS for any assessments for such Tax or Regulatory Fee levied on TELUS, and TI shall be liable for any such uncollected Tax or Regulatory Fee, as well as any and all late charges, penalties or interest assessed thereon by any Governmental Authority. (g) The Parties agree to cooperate with each other in good faith to enable each Party to determine its Tax liabilities accurately and to reduce such liabilities to the extent permitted by applicable Law, including without limitation by way of such Tax elections as may reasonably be requested by the other Party, provided that neither Party shall be required to agree to any Tax election or to any Change in the structuring of the Fees (or any other Change) requested by the other Party if and to the extent that such Party reasonably believes that such Tax election or Change could have material adverse Tax consequences for it.

Taxes and Regulatory Fees. (a) The Fees set out in the SOWs do not include any Taxes or Regulatory Fees payable by TI TELUS or the TELUS Group Member, as applicable, under this AgreementAgreement or any SOW. (b) TELUS TI will separately itemize for TI, in writing, all Taxes and Regulatory Fees (if any) payable by TIon the invoice, unless otherwise specified or required by applicable Laws. TI TELUS or the TELUS Group Member, as applicable, shall pay Taxes and Regulatory Fees at the same time as the FeesFees set forth in the invoice. (c) Unless TELUS or the TELUS Group Member, as applicable, provides TI provides TELUS with a valid tax or regulatory exemption certificate that is received by TELUS TI in a timely manner prior to issuance of the invoice, TI TELUS or the TELUS Group Member will pay or reimburse TELUS TI for Taxes or Regulatory Fees which are payable by TI TELUS or the TELUS Group Member to any Governmental Authority under applicable Laws arising from the Services, when invoiced by TI. TELUS. TI’ or the TELUS Group Member’s obligations pursuant to this clause shall survive any termination of this AgreementAgreement or any SOW. (d) TELUS TI will specify in writing to TI any applicable tax registration numbers and any other information required under applicable LawsLaws on the invoices and related documentation. (e) TELUS TI shall not be required to honor or comply with any Tax or Regulatory Fee exemption unless TELUS TI has first received a valid and acceptable Tax or Regulatory Fee exemption certificate or other appropriate documentation issued by the applicable Governmental Authority. (f) If TI TELUS or the TELUS Group Member, as applicable, claims a Tax or Regulatory Fee exemption and TELUS TI relies on such exemption and does not collect the Tax or Regulatory Fee, and such certificate or other reliance by TELUS TI is subsequently found to be invalid by a Governmental Authority, then TI TELUS or the TELUS Group Member shall compensate TELUS TI for any assessments for such Tax or Regulatory Fee levied on TELUSTI, and TI TELUS or the TELUS Group Member shall be liable for any such uncollected Tax or Regulatory Fee, as well as any and all late charges, penalties or interest assessed thereon by any Governmental Authority. (g) The Parties agree to cooperate with each other in good faith to enable each Party to determine its Tax liabilities accurately and to reduce such liabilities to the extent permitted by applicable Law, including without limitation by way of such Tax elections as may reasonably be requested by the other Party, provided that neither Party shall be required to agree to any Tax election or to any Change in the structuring of the Fees (or any other Change) requested by the other Party if and to the extent that such Party reasonably believes that such Tax election or Change could have material adverse Tax consequences for it.

Taxes and Regulatory Fees. (a) The Fees do not include All charges for Services are exclusive of applicable taxes. Except for taxes based on Supplier's net income, Customer will be responsible for payment of all applicable VAT, GST, consumption, sales, use, excise, access, bypass, franchise, regulatory or other like taxes, fees, charges or surcharges, whether now or hereafter enacted, however designated, imposed on or based on the provision, sale or use of the Services (hereafter "Taxes"). Supplier may invoice Customer, and Customer shall reimburse Supplier, for any regulatory fees, assessments or contributions (collectively, “Regulatory Fees”) charged to Supplier by any Governmental Authority in connection with Service(s) provided hereunder. To the extent Customer is or believes it is exempt from payment of certain Taxes or Regulatory Fees payable by TI Fees, it shall provide to Supplier a copy of a valid exemption certificate. Supplier will give effect to all valid exemption certificates in the next full billing cycle following receipt of the certificate from Customer, but only to the extent Supplier is permitted to do so under applicable laws. Notwithstanding the foregoing, in the event that Customer’s exemption certificate is or becomes invalid during an applicable Service Term, and Supplier is assessed or held responsible for additional Taxes, Regulatory Fees, penalties or late charges, Customer shall be responsible for all such amounts in accordance with this AgreementSection 2.5(a). (b) TELUS If Customer is or was required by law to make any deduction or withholding from any payment due hereunder to Supplier, then, notwithstanding anything to the contrary contained herein, the gross amount payable by Customer to Supplier will separately itemize be increased so that, after any such deduction or withholding for TITaxes, in writingthe net amount received by Supplier will not be less than Supplier would have received had no such deduction or withholding been required. If any taxing or Governmental Authority asserts that Customer should have made a deduction or withholding for or on account of any Taxes with respect to all or a portion of any payments made hereunder, all or that Supplier should have collected certain Taxes from Customer which Supplier did not collect, Customer hereby agrees to indemnify Supplier for such Taxes and Regulatory Fees (if any) payable by TIhold Supplier harmless on an after-tax basis from and against any Taxes, unless otherwise specified interest or required by applicable Laws. TI shall pay Taxes and Regulatory Fees at the same time as the Feespenalties levied or asserted in connection therewith. (c) Unless TI provides TELUS with a valid tax or regulatory exemption certificate that is received by TELUS in a timely manner prior to issuance of the invoice, TI will pay or reimburse TELUS for Taxes or Regulatory Fees which are payable by TI to any Governmental Authority under applicable Laws arising from the Services, when invoiced by TELUS. TI’s obligations pursuant to this clause shall survive any termination of this Agreement. (d) TELUS will specify in writing to TI any applicable tax registration numbers and any other information required under applicable Laws. (e) TELUS shall not be required to honor or comply with any Tax or Regulatory Fee exemption unless TELUS has first received a valid and acceptable Tax or Regulatory Fee exemption certificate or other appropriate documentation issued by the applicable Governmental Authority. (f) If TI claims a Tax or Regulatory Fee exemption and TELUS relies on such exemption and does not collect the Tax or Regulatory Fee, and such certificate or other reliance by TELUS is subsequently found to be invalid by a Governmental Authority, then TI shall compensate TELUS for any assessments for such Tax or Regulatory Fee levied on TELUS, and TI shall be liable for any such uncollected Tax or Regulatory Fee, as well as any and all late charges, penalties or interest assessed thereon by any Governmental Authority. (g) The Parties agree to cooperate with each other in good faith to enable each Party to determine its Tax liabilities accurately and to reduce such liabilities to the extent permitted by applicable Law, including without limitation by way of such Tax elections as may reasonably be requested by the other Party, provided that neither Party shall be required to agree to any Tax election or to any Change in the structuring of the Fees (or any other Change) requested by the other Party if and to the extent that such Party reasonably believes that such Tax election or Change could have material adverse Tax consequences for it.