Common use of TAXES, ASSESSMENTS AND FEES Clause in Contracts

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay when due and does hereby indemnify Lessor against, and hold Lessor harmless from, all licensing, filing and registration fees, franchise, sales, use, personal property, ad valorem, value added, leasing, stamp or other taxes, levies, import duties, charges or withholdings of any nature, including but not limited to all federal, state, and local taxes, however designated, levied or assessed, together with any penalties, fines or interest thereon (a) arising out of the transactions contemplated by this Master Lease, any Lease Schedule or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment, (b) upon the sale, purchase, possession, lease, ownership, use, operation, shipment, transportation or delivery or other disposition thereof, or (c) upon the lease payments, excepting only income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by Lessor, Lessee shall so notify Lessor prior to the assessment date, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax and, if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for taxes received by the Lessor shall be promptly forwarded to the Lessee. Lessee agrees to reimburse Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable and any collection charge attributable thereto, including reasonable attorney fees. LESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS, AND FILE, WHEN ALLOWED BY LAW, ALL PERSONAL PROPERTY TAX RETURNS.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay when due and does hereby indemnify Lessor against, and hold Lessor harmless from, all licensing, filing and registration fees; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; WHEN ALLOWED BY LAW, franchiseFILE ALL PERSONAL PROPERTY TAX RETURNS AND TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT WHEN DUE; to pay when due, salesand defend, use, personal property, ad valorem, value added, leasing, stamp or hold harmless Lessor against liability for all other taxes, leviesassessments, import dutiesfees and penalties which may be levied or assessed in respect to the Equipment, charges its use or withholdings of any natureinterest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however however, designated, levied or assessed, together with any penalties, fines whether upon Lessee or interest thereon (a) arising out of the transactions contemplated by this Master Lease, any Lease Schedule Lessor or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment, (b) upon the sale, purchase, possession, lease, ownership, use, use or operation, shipment, transportation or delivery or other disposition thereof, or (c) upon the lease payments, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return for personal property tax is required by law to be filed by Lessor, Lessee shall so notify Lessor prior to the assessment date, and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax andtax, and if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for Lessor may, at its option, pay on Lessee's behalf such taxes received by the Lessor shall be promptly forwarded to the and other amounts, file applicable returns, and collect full reimbursement from Lessee. Lessee agrees that Lessor is entitled to reimburse all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which such loss by paying Lessor an amount equal to the value of the lost benefits. Lessee is liable agrees to pay Lessor a documentation fee to be billed with the first lease payment to cover account setup and any collection charge attributable thereto, including reasonable attorney fees. LESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS, AND FILE, WHEN ALLOWED BY LAW, ALL PERSONAL PROPERTY TAX RETURNSadministrative costs.

TAXES, ASSESSMENTS AND FEES. Lessee agrees You agree to pay when due any licensing and does hereby indemnify Lessor againstregistration fees required by the jurisdiction where the Equipment is located, all personal property taxes assessed against the Equipment and the Software, if any, and hold Lessor harmless from, all licensing, filing and registration fees, franchise, sales, use, personal property, ad valorem, value added, leasing, stamp or other taxes, leviesassessments, import duties, charges or withholdings of any nature, including but not limited to all federalfees and penalties (local, state, and local taxes, however designated, federal) which may be levied or assessedassessed on the ownership, together with any penaltiesleasing, fines or interest thereon (a) arising out of the transactions contemplated by this Master Leaserental, any Lease Schedule or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment, (b) upon the sale, purchase, importation, possession, lease, ownership, use, operationinstallation or servicing of the Equipment and the Software (collectively, shipment“Taxes”), transportation excluding any Taxes on or delivery or other disposition thereof, or (c) upon measured solely by our net income. Your Monthly Rental Payments and Monthly Service Payments shown in the lease payments, excepting only income taxes levied on the rental payments made to LessorSupplement do not include any applicable Tax. If any report Taxes are due, we will forward the invoice or return for personal property tax is required xxxx to you and you agree to pay the Tax by law to be filed by Lessorthe applicable due date. We may, Lessee shall so notify Lessor prior to the assessment datebut are not obligated to, pay such Taxes and Lessee shall promptly reimburse Lessor for personal property taxes paid, including any interest, fines or penalties incurred as a result of late filing may file such returns on your behalf if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings and tax assessment notices with respect to personal property tax and, if Lessee fails you fail to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liability. The Lessee agrees to comply with all state and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for taxes received by the Lessor shall be promptly forwarded to the Lessee. Lessee agrees you agree to reimburse Lessor us upon demand for reasonable costs incurred any amount expended for such Taxes, including fees or penalties paid by us hereunder. Your obligations to pay such Taxes which are due or assessed during the term of this Master Agreement are in collecting addition to your obligation for Monthly Rental Payments or Monthly Service Payments, as applicable, and will survive the expiration or termination of this Master Agreement. Notwithstanding the foregoing paragraph, if you are a tax-exempt entity, then no Taxes should be imposed on this transaction, other than property taxes, assessmentswhich you agree to pay as set forth above. If you fail to provide Omnicell a copy of the certificate evidencing your tax-exempt status, or fees Omnicell may invoice you for which Lessee is liable and any collection charge attributable theretoTaxes until such time as we receive the certificate. Should your tax-exempt status change during the term of this Master Agreement, including reasonable attorney fees. LESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS, AND FILE, WHEN ALLOWED BY LAW, ALL PERSONAL PROPERTY TAX RETURNSthen the previous paragraph will apply from the date your change in tax status becomes effective.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay when due and does hereby indemnify Lessor against, and hold Lessor harmless from, all licensing, filing and registration fees, franchise, sales, use, personal property, ad valorem, value added, leasing, stamp or ; to keep the Equipment free of all liens and encumbrances; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT; to pay all other taxes, leviesassessments, import dutiesfees and penalties which may be levied or assessed in respect to the Equipment, charges its use or withholdings of any natureinterest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however designated, levied or assessed, together with any penalties, fines whether upon Lessee or interest thereon (a) arising out of the transactions contemplated by this Master Lease, any Lease Schedule Lessor or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment, (b) upon the sale, purchase, possession, lease, ownership, use, use or operation, shipment, transportation or delivery or other disposition thereof, or (c) upon the lease payments, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return Lessor may, at its option, collect from Lessee an escrow fee of up to 35% of the Equipment cost per month for personal property a tax escrow fund. Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement plus an administrative fee from Lessee. In addition, Lessee authorizes Lessor to file at Lessor's option informational financing statements and/or fixture filings without Lessee's signature and, if a signature is required by law to be filed by Lessorlaw, Lessee shall so notify appoints Lessor prior as Lessee's attorney-in-fact to the assessment dateexecute such statements and filings. For purposes of any filing, Lessee hereby grants Lessor a security interest in all lease payments and Equipment, and all interest of Lessee shall promptly reimburse Lessor for personal property taxes paidtherein, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings proceeds and tax assessment notices with respect products thereof, but in no case shall this grant or any filing be deemed to personal property tax and, if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liabilitycontravene a true-lease transaction. The Lessee agrees to comply pay Lessor a documentation fee to be billed with all state the first lease payment to cover account setup and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for taxes received by the Lessor shall be promptly forwarded to the Lesseeadministrative costs. Lessee and any guarantor agrees to reimburse Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable liable, and any collection charge charges attributable thereto, including reasonable attorney fees. LESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNSLessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, AND FILEshould any such tax benefits be disallowed, WHEN ALLOWED BY LAW, ALL PERSONAL PROPERTY TAX RETURNSLessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits.

TAXES, ASSESSMENTS AND FEES. Lessee agrees to pay when due and does hereby indemnify Lessor against, and hold Lessor harmless from, all licensing, filing and registration fees, franchise, sales, use, personal property, ad valorem, value added, leasing, stamp or ; to keep the Equipment free of all liens and encumbrances; TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS; TO PAY ALL PERSONAL PROPERTY TAXES ASSESSED AGAINST THE EQUIPMENT; to pay all other taxes, leviesassessments, import dutiesfees and penalties which may be levied or assessed in respect to the Equipment, charges its use or withholdings of any natureinterest therein, or any lease payments, including but not limited to all federal, state, and local taxes, however designated, levied or assessed, together with any penalties, fines whether upon Lessee or interest thereon (a) arising out of the transactions contemplated by this Master Lease, any Lease Schedule Lessor or relating in any manner to the Equipment and imposed against Lessor, Lessee, or the Equipment, (b) upon the sale, purchase, possession, lease, ownership, use, use or operation, shipment, transportation or delivery or other disposition thereof, or (c) upon the lease payments, excepting only any income taxes levied on the rental payments made to Lessor. If any report or return Lessor may, at its option, collect from Lessee an escrow fee of up to 35% of the Equipment cost per month for personal property a tax escrow fund. Lessor may, at its option, pay on Lessee's behalf such taxes and other amounts, file applicable returns, and collect full reimbursement plus an administrative fee from Lessee. In addition, Lessee authorizes Lessor to file at Lessor's option informational financing statements and/or fixture filings without Lessee's signature and, if a signature is required by law to be filed by Lessorlaw, Lessee shall so notify appoints Lessor prior as Lessee's attorney-in-fact to the assessment dateexecute such statements and filings. For purposes of any filing, Lessee hereby grants Lessor a security interest in all lease payments and Equipment, and all interest of Lessee shall promptly reimburse Lessor for personal property taxes paidtherein, including any interest, fines or penalties incurred as a result of late filing if Lessee fails to provide Lessor with the notice required hereby. Lessee shall promptly provide Lessor with a copy of any and all filings proceeds and tax assessment notices with respect products thereof, but in no case shall this grant or any filing be deemed to personal property tax and, if Lessee fails to do so, Lessor has the right to charge Lessee an assessment of an appropriate amount to insure against any tax liabilitycontravene a true-lease transaction. The Lessee agrees to comply pay Lessor a documentation fee to be billed with all state the first lease payment to cover account setup and local laws requiring the filing of ad valorem tax returns relating to the Equipment. Any statements for taxes received by the Lessor shall be promptly forwarded to the Lesseeadministrative costs. Lessee agrees and any guarantor agree to reimburse Lessor for reasonable costs incurred in collecting taxes, assessments, or fees for which Lessee is liable liable, and any collection charge charges attributable thereto, including reasonable attorney fees. Lessee agrees that Lessor is entitled to all tax benefits resulting from ownership of the Equipment. Lessee agrees that, should any such tax benefits be disallowed, Lessee shall indemnify Lessor for such loss by paying Lessor an amount equal to the value of the lost benefits. ------------------------------------------------------------------------------ THIS LEASE IS NON CANCELLABLE and is a binding contract consisting of all terms on the front and reverse hereof. KARTOFFELSOFT, INC. LESSEE AGREES TO SHOW THE EQUIPMENT AS "LEASED EQUIPMENT" ON TAX RETURNS(Complete Legal Name) 3475 H EDISON WAY_SUITE H Billing Xxxxxxx XXXXX XXXX, AND FILE, WHEN ALLOWED BY LAWXX 00000 Xxxx Xxxxxx Xxxxx Zip 000-000-0000 Phone Date By: X /s/ Xxxxxx Xxxxxx Xxxxx 4-30-98 -------------------------------------------------------- Authorized Signature XXXXXX XXXXXX XXXXX Title CEO ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Accepted by: CC FINANCE L.L.C., ALL PERSONAL PROPERTY TAX RETURNS.Lessor By: /s/ [ILLEGIBLE] ----------------------------------------------------- Authorized Signature Date: 5/11/98 --------------------------------------------------- LEASE NO: 521596 ------------------------------------------------------------------------------