Taxes Charges and Fees. 4.2.1 Charges for Services do not include any taxes or other charges assessed on the performance of the Service or cost of the Equipment by any governmental authority and required or permitted to be collected by RigNet. Customer shall pay all applicable federal, state, provincial, local, and other taxes, regulatory fees, duties or other charges and amounts including, but not limited to, universal service fund, value-added, sales, and/or gross sales taxes which may be levied upon the performance of Services. 4.2.2 Taxes will be separately itemized on the invoice, collected by RigNet, and timely remitted to the appropriate taxing or other governmental jurisdiction. If a governmental authority assesses additional taxes that were not billed and collected on the original invoice, RigNet may seek reimbursement of the actual taxes, penalties, and interest from Customer. RigNet shall indemnify, defend, and hold Customer Group free and harmless from all Claims arising out of or related to RigNet’s failure to timely remit collected taxes and other charges to the appropriate governmental authority. 4.2.3 At Customer’s sole option, Customer may, in lieu of remitting to RigNet any billed taxes, submit a properly completed and signed exemption certificate or other written evidence of exemption which meets the requirements cited by the applicable taxing authority; or upon written notice to RigNet, Customer may elect to withhold and directly remit sales, use, gross receipts or like taxes to the taxing authority to whom such taxes are due and directly payable, provided that Customer will indemnify RigNet Group from and against Claims of any tax authority for any taxes directly remitted by Customer, or which Customer fails to remit directly, or in the event that Customer’s exemption certificate is not accepted by the taxing authority. 4.2.4 All payments are to be made to RigNet without any deduction for or on account of any taxes, levies, imports, duties, charges, fees, and withholdings of any nature now or hereafter imposed by any governmental, fiscal, or other authority to ensure receipt by RigNet of the full amount of its invoice without withholding or deduction. If Customer is required by a taxing jurisdiction or governmental authority to withhold taxes on any payment to RigNet, Customer shall pay such amount to the appropriate tax authority and indemnify, defend, and hold RigNet free and harmless from all Claims arising out of or related to Customer’s failure to timely and properly remit said withholding taxes or otherwise comply with this Section 4.2.4. 4.2.5 In the event of a change in the tax laws or their application or interpretation that has a material adverse effect on either Party, the affected Party may request in writing that the applicable SOA be amended to mitigate such effect and the Parties shall negotiate in good faith for an appropriate resolution.
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