Common use of TAXES APPLICABLE TO SOFTWARE Clause in Contracts

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller shall not bill, xxllect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such software, which Customer represents to Seller is not properly due under Customer's interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably agrees that there is authority for Customer's position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller shall not bill, xxllect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such softwareSoftware, which Customer represents to Seller is not properly due under Customer's interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably agrees that there is authority for Customer's position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller shall not bill, xxllect, or remit any state or local sales or use tax with respect to the license of Software under this -38- 43 Agreement, or with respect to the performance of Services related to such softwareSoftware, which Customer represents to Seller is not properly due under Customer's interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably agrees that there is authority for Customer's position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller shall not billxxxx, xxllectcollect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such software, which Customer represents to Seller is not properly due under Customer's interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably agrees that there is authority for Customer's position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller Vendor shall not billxxxx, xxllectcollect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such software, which Customer represents to Seller Vendor is not properly due under Customer's ’s interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller Vendor a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably Vendor agrees that there is authority for Customer's ’s position, provided, however, that Customer shall hold Seller Vendor harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's ’s fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.

TAXES APPLICABLE TO SOFTWARE. Notwithstanding clause TAXES in Article I of this Agreement, Seller shall not billxxxx, xxllectcollect, or remit any state or local sales or use tax with respect to the license of Software under this Agreement, or with respect to the performance of Services related to such software, which Customer represents to Seller is not properly due under Customer's interpretation of the law of the taxing jurisdiction, if (1) Customer submits to Seller a written explanation of the authorities upon which Customer bases its position that the license or performance of Services is not subject to sales or use tax, and (2) Seller reasonably agrees that there is authority for Customer's position, provided, however, that Customer shall hold Seller harmless for all costs and expenses (including, but not limited to, taxes and related charges payable under clause TAXES, and reasonable attorney's attorneys fees) arising from the assertion by a taxing authority that the license of, or the performance of Services with respect to, the Software was subject to state or local sales or use tax.