Common use of Taxes, Duties and Other Charges Clause in Contracts

Taxes, Duties and Other Charges. 10.1 Franchisee shall pay when due all taxes, charges, duties, government imposts or levies (including any fines or penalties) arising by reason of Franchisee's possession, ownership or operation of the Franchised Restaurants or items loaned to Franchisee by FRANCHISOR or the entering into of this Agreement including, without limitation, any stamp taxes, sales, use, value added, goods and services or other tax (other than any tax that is measured by or related to the net income of FRANCHISOR). In the event of any bona fide dispute as to the liability for a tax assessed against it, Franchisee may contest the validity or the amount of the tax in accordance with the procedures of the taxing Authority; provided, however, that Franchisee shall not permit a tax sale or seizure against the Franchised Restaurants, Locations or equipment used in the Franchised Restaurants. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 10.2 It is understood and agreed by the Parties that Franchisee will be responsible for complying with any Indirect Tax obligation in respect of any payment made by Franchisee pursuant to this Agreement, and any and all other tax liabilities except Indirect Taxes arising out of this Agreement will be the responsibility of the Party owing such Taxes. Notwithstanding the foregoing or anything else herein, the Parties have agreed that all amounts payable pursuant to this Agreement by Franchisee do not include Indirect Tax and, in the event Indirect Tax applies under either existing law or a future change in statute or interpretation that results in Indirect Tax on such amounts, Franchisee will bear the economic burden of such Indirect Tax either through payment of the Indirect Tax to FRANCHISOR or, if Franchisee is required by Law to deduct and pay the applicable Indirect Tax to the relevant Tax Authority, Franchisee will gross up the applicable amount by the applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax Authority, without any deduction from amounts payable under this Agreement. For greater clarity, all payments made under this Agreement shall be made in full, free of any deduction or set off whatsoever, except Withholding Income Tax as required by the applicable Law of the Territory. 10.3 In the event that Franchisee is required to withhold an amount in respect of Withholding Income Tax liability of a payee as a result of any of the payments set out in this Agreement made by or on behalf of Franchisee, Franchisee shall withhold from such payments such Withholding Income Taxes as are required by Law and remit payment of all amounts in respect of Withholding Income Tax liability, with all necessary forms, to the applicable Tax Authority in the Territory in accordance with applicable Law. To the extent that any Tax Authority imposes a penalty and/or interest for failure to properly withhold and remit Withholding Income Tax in connection with any payment made by Franchisee to FRANCHISOR, Franchisee will be solely responsible for the payment of such penalties and related interest and FRANCHISOR shall have no responsibility or liability therefor. For the avoidance of doubt, the amount so withheld for Withholding Income Tax shall be deducted from the amount required to be paid by Franchisee to FRANCHISOR hereunder. Franchisee shall provide FRANCHISOR with corresponding receipts from the relevant Tax Authority in the Territory to evidence such payments or amounts withheld to support a Claim against FRANCHISOR’s Singapore (or other country’s) income taxes with respect to the taxes withheld and paid by Franchisee. In the event a Double Tax Treaty (“DTT”) exists between the payor and the payee jurisdiction, the payee will provide the necessary documentation to confirm eligibility to receive the benefits of the DTT by the required due date. Fxxxxxxxxx agrees to comply with the requirements of the DTT and file any required documentation with the applicable Tax Authority. Additionally, Fxxxxxxxxx agrees to cooperate with FRANCHISOR by providing FRANCHISOR with any information requested by FRANCHISOR from Franchisee in order for FRANCHISOR to comply with the requirements of the DTT. 10.4 If there is an exemption in the Territory for the application of Withholding Income Taxes or Indirect Taxes to any payments made by Franchisee to FRANCHISOR or its designee, Franchisee will cooperate in good faith with FRANCHISOR and take all reasonable steps necessary to ensure that FRANCHISOR or its designee will be eligible for such exemption, including by applying for the exemption with the applicable Tax Authority.

Taxes, Duties and Other Charges. 10.1 Franchisee shall pay when due all taxes, charges, duties, government imposts or levies (including any fines or penalties) arising by reason of Franchisee's possession, ownership or operation of the Franchised Restaurants or items loaned to Franchisee by FRANCHISOR or the entering into of this Agreement including, without limitation, any stamp taxes, sales, use, value added, goods and services or other tax (other than any tax that is measured by or related to the net income of FRANCHISOR). In the event of any bona fide dispute as to the liability for a tax assessed against it, Franchisee may contest the validity or the amount of the tax in accordance with the procedures of the taxing Authority; provided, however, that Franchisee shall not permit a tax sale or seizure against the Franchised Restaurants, Locations or equipment used in the Franchised Restaurants. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 10.2 All payments made under this Agreement shall be made in full, free of any deduction or set off whatsoever, except withholding income taxes as required by the Law of the Territory with respect of which the provisions of clause 10.3 shall apply. 10.3 It is understood and agreed by the Parties that Franchisee will be responsible for complying with any VAT obligation or any sales and use tax, goods and services tax, ad valorem tax, excise tax, duty, levy or other governmental charges and other obligations of the same or of a similar nature to any of the foregoing (together, “Indirect Tax obligation Tax”) in respect of any payment made by Franchisee to FRANCHISOR pursuant to this Agreement, the A&R MDA, any Unit Addendum or the Transaction Agreements, and any and all other tax liabilities except Indirect Taxes arising out of this Agreement will be the responsibility of the Party owing such Taxestaxes. Notwithstanding the foregoing or anything else herein, the Parties parties have agreed that all amounts payable pursuant to this Agreement by Franchisee do not include Indirect Tax andthat, in the event Indirect Tax applies under either existing law in the Territory (or a future change in statute or interpretation that results in Indirect Tax on such amountssub-territory of the Territory), Franchisee will bear the economic burden of such Indirect Tax either through payment of the Indirect Tax to FRANCHISOR or, THRI or if Master Franchisee is required by Law to deduct and pay the applicable Indirect Tax to the relevant Tax Authority, Master Franchisee will gross up the applicable amount payments by the applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax Authority, without any deduction from amounts fees payable under this Agreement. For greater clarity, all payments made under this Agreement shall be made in full, free of any deduction or set off whatsoever, except Withholding Income Tax as required by the applicable Law of the Territory. 10.3 In the event that Franchisee is required to withhold an amount in respect of Withholding Income Tax liability of a payee as a result of any of the payments set out in this Agreement made by or on behalf of Franchisee, Franchisee shall withhold from such payments such Withholding Income Taxes as are required by Law and remit payment of all amounts in respect of Withholding Income Tax liability, with all necessary forms, to the applicable Tax Authority in the Territory in accordance with applicable Law. To the extent that any Tax Authority imposes a penalty and/or interest for failure to properly withhold and remit Withholding Income Tax in connection with any payment made by Franchisee to FRANCHISOR, Franchisee will be solely responsible for the payment of such penalties and related interest and FRANCHISOR shall have no responsibility or liability therefor. For the avoidance of doubt, the amount so withheld for Withholding Income Tax shall be deducted from the amount required to be paid by Franchisee to FRANCHISOR hereunder. Franchisee shall provide FRANCHISOR with corresponding receipts from the relevant Tax Authority in the Territory to evidence such payments or amounts withheld to support a Claim against FRANCHISOR’s Singapore (or other country’s) income taxes with respect to the taxes withheld and paid by Franchisee. In the event a Double Tax Treaty (“DTT”) exists between the payor and the payee jurisdiction, the payee will provide the necessary documentation to confirm eligibility to receive the benefits of the DTT by the required due date. Fxxxxxxxxx agrees to comply with the requirements of the DTT and file any required documentation with the applicable Tax Authority. Additionally, Fxxxxxxxxx agrees to cooperate with FRANCHISOR by providing FRANCHISOR with any information requested by FRANCHISOR from Franchisee in order for FRANCHISOR to comply with the requirements of the DTT. 10.4 If there is an exemption in the Territory for the application of Withholding Income Taxes or Indirect Taxes to any payments made by Franchisee to FRANCHISOR or its designee, Franchisee will cooperate in good faith with FRANCHISOR and take all reasonable steps necessary to ensure that FRANCHISOR or its designee will be eligible for such exemption, including by applying for the exemption with the applicable Tax Authority.

Taxes, Duties and Other Charges. 10.1 Franchisee shall pay when due all taxes, charges, duties, government imposts or levies (including any fines or penalties) arising by reason of Franchisee's ’s possession, ownership or operation of the Franchised Restaurants Restaurants, or items loaned to Franchisee by FRANCHISOR FRANCHISOR, or the entering into of this Agreement including, without limitation, any stamp taxes, sales, use, value added, goods and services or other tax tax, (other than any tax that is measured by or related to the net income of FRANCHISOR). In the event of any bona fide dispute as to the liability for a tax assessed against it, Franchisee may contest the validity or the amount of the tax in accordance with the procedures of the taxing Authority; provided, however, that Franchisee shall not permit a tax sale or seizure against the Franchised Restaurants, Locations or equipment used in the Franchised Restaurants. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 10.2 It is understood and agreed by the Parties that Franchisee will be responsible for complying with any Indirect Tax obligation in respect of any payment made by Franchisee pursuant to this Agreement, and any and all other tax liabilities except Indirect Taxes arising out of this Agreement will be the responsibility of the Party owing such Taxes. Notwithstanding the foregoing or anything else herein, the Parties have agreed that all amounts payable pursuant to this Agreement by Franchisee do not include Indirect Tax and, in the event Indirect Tax applies under either existing law or a future change in statute or interpretation that results in Indirect Tax on such amounts, Franchisee will bear the economic burden of such Indirect Tax either through payment of the Indirect Tax to FRANCHISOR or, if Franchisee is required by Law to deduct and pay the applicable Indirect Tax to the relevant Tax Authority, Franchisee will gross up the applicable amount by the applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax Authority, without any deduction from amounts payable under this Agreement. For greater clarity, all payments made under this Agreement shall be made in full, free of any deduction or set off whatsoever, except Withholding Income Tax as required by the applicable Law of the Territory. 10.3 In the event that Franchisee is required to withhold an amount in respect of Withholding Income Tax liability of a payee as a result of any of the payments set out in this Agreement made by or on behalf of Franchisee, Franchisee shall withhold from Royalties and other payments made to FRANCHISOR under this Agreement such payments such Withholding Income Taxes withholding taxes as are required to be withheld by Law the laws of the jurisdiction in which each Franchised Restaurant is located and remit payment of all amounts in respect of Withholding Income Tax liability, with all necessary forms, pay the withholding taxes to the applicable Tax Authority in the Territory in accordance with applicable Law. To the extent that any Tax Authority imposes a penalty and/or interest for failure to properly withhold and remit Withholding Income Tax in connection with any payment made by Franchisee to FRANCHISOR, Franchisee will be solely responsible for the payment of such penalties and related interest and FRANCHISOR shall have no responsibility or liability therefor. For the avoidance of doubt, the amount so withheld for Withholding Income Tax shall be deducted from the amount required to be paid by Franchisee to FRANCHISOR hereunderrelevant taxing Authorities. Franchisee shall provide FRANCHISOR with corresponding receipts from the relevant Tax Authority in the Territory taxing Authorities to evidence such payments or amounts withheld withheld. 10.3 Where the Law permits an election regarding the treatment of any supply or deemed supply under this Agreement for the purposes of any value added or other tax chargeable thereon, Franchisee shall make or join in any such election as FRANCHISOR may from time to time require. 10.4 If any Laws are changed or new Laws are introduced or courts or any relevant Authority interpret Laws differently which results in FRANCHISOR having to pay a tax, duty, excise or levy on amounts received from Franchisee under this Agreement (other than income tax) or on goods or services supplied by FRANCHISOR under this Agreement, Franchisee must pay to FRANCHISOR an additional amount so that after FRANCHISOR has paid such tax, duty, excise or levy FRANCHISOR’s yield under this Agreement is unchanged. Any payments to FRANCHISOR shall be net of any tax benefits to FRANCHISOR so that FRANCHISOR’s yield under this Agreement, after taking into account any deductions, credits or other adjustments does not increase FRANCHISOR’S yield to an amount greater than specified in this Agreement. For the avoidance of doubt, in the event Franchisee is required by Law to deduct and pay to the appropriate government Authority, on behalf of FRANCHISOR, any taxes (other than income tax) that may be owed by FRANCHISOR under the laws of the Territory and that Franchisee is obligated by law to withhold (“Withholding Taxes”), Franchisee shall provide FRANCHISOR with official receipts or other evidence of payment from such taxing Authorities sufficient to enable FRANCHISOR to support a Claim claim for credit against FRANCHISOR’s Singapore (or other country’s) income taxes with respect to the taxes withheld and paid by Franchisee. In the event If FRANCHISOR is unable to claim a Double Tax Treaty credit against its Singapore (“DTT”or other country’s) exists between the payor and the payee jurisdictionincome taxes with respect to any Withholding Taxes, the payee will provide the necessary documentation to confirm eligibility to receive the benefits of the DTT by the required due date. Fxxxxxxxxx agrees to comply with the requirements of the DTT and file any required documentation with the applicable Tax Authority. Additionally, Fxxxxxxxxx agrees to cooperate with FRANCHISOR by providing FRANCHISOR with any information requested by FRANCHISOR from may invoice Franchisee in order for FRANCHISOR to comply with the requirements of the DTT. 10.4 If there is an exemption in the Territory for the application of Withholding Income Taxes or Indirect Taxes to any payments made by Franchisee to FRANCHISOR or its designee, Franchisee will cooperate in good faith with FRANCHISOR and take all reasonable steps additional amount necessary to ensure that that, after deducting Withholding Taxes, the net amount actually received by FRANCHISOR or its designee will be eligible for such exemption, including by applying for the exemption with equals the applicable Tax Authority.Royalty specified in clause 8.1 and Schedule A.

Taxes, Duties and Other Charges. 10.1 Franchisee shall The Customer agrees to pay when due all taxesGST, chargesCESS and any other taxes / levies, dutiesetc., government imposts or levies (including any fines or penalties) arising by reason of Franchisee's possession, ownership or operation of as may be applicable on the Franchised Restaurants or items loaned freight amountand other applicable charges from time to Franchisee by FRANCHISOR or the entering into of this Agreement includingtime, without limitationany demur. MSL is not responsible for any default/irregularitycommitted by the Customer in such remittances and / or any compliance under the GST Act. However, MSL shall not extend any stamp taxescredit limit for levies/cess/ any other statutory charges.TheCustomer hereby agrees and undertakes to submit all the relevant documents / papers E-Waybill copy /E-Waybill no/electronic reference number / Goods forwarding Note and / orother details as stipulated under the GST law or under anyotherapplicablelaws/rules/proceduresfromtimetotimealongwiththeshipmentsatthebookingpoint.Customershallbe solely held liable in case any shipment is seized or detained by any authority due tonon-availability of requireddocuments /papers.However, sales, use, value added, goods MSL agrees to provide duplicatetransporters invoice incase the originals are misplacedin transit and services the Customer / receiverundertakes to pay for the same or other statutory charges on the strength of theabovedocuments without any demur. Customers agrees and confirms that MSL shall not be liable for any dis-allowance or issues or claims that may arise due to inaccurate and / or incorrect details mentioned on the E-Waybill, andCustomershallbesolelyresponsibleforseizureordetentionofanyshipmentbyanyauthorityduetosuchinaccurate and / or incorrect details mentioned on E-Waybill or otherwise.The Customer shall be entitled to deduct tax (other than any tax that is measured by or related to at source(TDS) on the net income of FRANCHISOR). In the event of any bona fide dispute as to the liability for a tax assessed against itamounts payable / paid towards transportation services, Franchisee may contest the validity or the amount of the tax in accordance with the procedures provisions of the taxing Authority; provided, however, that Franchisee IncomeTax Act 1961 as applicable from time to time. The customer shall not permit a furnish the tax sale or seizure against the Franchised Restaurants, Locations or equipment used in the Franchised Restaurantsdeduction certificates on quarterly basisto MSL. CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED. 10.2 It is understood and agreed by the Parties that Franchisee will be responsible for complying with any Indirect Tax obligation in respect of any payment made by Franchisee pursuant to this Agreement, and any and all other tax liabilities except Indirect Taxes arising out of this Agreement will be the responsibility of the Party owing such Taxes. Notwithstanding the foregoing or anything else herein, the Parties have agreed that all amounts payable pursuant to this Agreement by Franchisee do not include Indirect Tax and, in the event Indirect Tax applies under either existing law or a future change in statute or interpretation that results in Indirect Tax on such amounts, Franchisee will bear the economic burden of such Indirect Tax either through payment of the Indirect Tax to FRANCHISOR or, if Franchisee is required by Law to deduct and pay the applicable Indirect Tax to the relevant Tax Authority, Franchisee will gross up the applicable amount by the applicable Indirect Tax and remit payment of the applicable Indirect Tax amount to the relevant Tax Authority, without any deduction from amounts payable under this Agreement. For greater clarity, all payments made under this Agreement shall be made in full, free of any deduction or set off whatsoever, except Withholding Income Tax as required by the applicable Law of the Territory. 10.3 In the event that Franchisee is required to withhold an amount in respect of Withholding Income Tax liability of a payee as a result of any of the payments set out in this Agreement made by or on behalf of Franchisee, Franchisee shall withhold from such payments such Withholding Income Taxes as are required by Law and remit payment of all amounts in respect of Withholding Income Tax liability, with all necessary forms, to the applicable Tax Authority in the Territory in accordance with applicable Law. To the extent that any Tax Authority imposes a penalty and/or interest for failure to properly withhold and remit Withholding Income Tax in connection with any payment made by Franchisee to FRANCHISOR, Franchisee will be solely responsible for the payment of such penalties and related interest and FRANCHISOR shall have no responsibility or liability therefor. For the avoidance of doubt, the amount so withheld for Withholding Income Tax shall be deducted from the amount required to be paid by Franchisee to FRANCHISOR hereunder. Franchisee shall provide FRANCHISOR with corresponding receipts from the relevant Tax Authority in the Territory to evidence such payments or amounts withheld to support a Claim against FRANCHISOR’s Singapore (or other country’s) income taxes with respect to the taxes withheld and paid by Franchisee. In the event a Double Tax Treaty (“DTT”) exists between the payor and the payee jurisdiction, the payee will provide the necessary documentation to confirm eligibility to receive the benefits of the DTT by the required due date. Fxxxxxxxxx The customer agrees to comply with refund the requirements of TDS amount if the DTT and file any required documentation with TDS certificates have not been provided within the applicable Tax Authority. Additionally, Fxxxxxxxxx agrees to cooperate with FRANCHISOR by providing FRANCHISOR with any information requested by FRANCHISOR from Franchisee in order for FRANCHISOR to comply with timelimit prescribed as per the requirements of the DTTIncome tax Act/Rules. 10.4 If there is an exemption in the Territory for the application of Withholding Income Taxes or Indirect Taxes to any payments made by Franchisee to FRANCHISOR or its designee, Franchisee will cooperate in good faith with FRANCHISOR and take all reasonable steps necessary to ensure that FRANCHISOR or its designee will be eligible for such exemption, including by applying for the exemption with the applicable Tax Authority.