Incredimail 2013 Annual Report Download - page 188

EXECUTION VERSION
4.3 Disputed Amounts . Delivery or payment of an invoice without asserting a dispute is not a waiver of any claim or right by
either Party to dispute such amount.
4.4 Late Payments
. Late payments shall incur interest at the lesser of the one year London Interbank Offered Rate (LIBOR) plus
one percent per annum and the highest interest rate permitted by Law.
4.5 Taxes .
4.5.1 Payment . All payments under this Agreement are exclusive of Taxes imposed by any Governmental Authority and
the Parties shall not be liable for any of the Taxes of the other party that the other Party is legally obligated to pay and which are incurred or arise
in connection with or related to the payments made under this Agreement, and all such Taxes shall be the financial responsibility of the Party
who is obligated by operation of law to pay such tax. More specifically, Microsoft shall be responsible for the payment of all Taxes arising in
connection with the Services, including all Transaction Taxes and Withholding Taxes. Additionally, Microsoft shall pay to Conduit any
Transaction Taxes that are required to be collected from Microsoft by Conduit under applicable law. Conduit shall be responsible for the
payment of all Taxes arising in connection with any payment received from Microsoft pursuant to this Agreement as well as any Taxes on any
payments made by Conduit to any Conduit Publisher.
4.5.2 Withholding Taxes . If taxes are required by Law to be withheld on any amounts to be paid by Microsoft to Conduit
(“Withholding Taxes”),
Microsoft will deduct them from the amount otherwise owed and pay them to the appropriate taxing authority. Microsoft
shall secure and deliver to Conduit an official receipt for any Withholding Taxes withheld. Microsoft shall use reasonable efforts to minimize
Withholding Taxes to the extent permissible under applicable Law.
4.5.3 Cooperation on Tax Matters . Microsoft and Conduit will reasonably cooperate with each other to mitigate, reduce
or eliminate any Withholding Taxes arising in connection with this Agreement, including by using commercially reasonable efforts to obtain any
certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any
such Taxes. If Microsoft intends to withhold any Withholding Taxes, Microsoft will provide prior written notice to Conduit describing the
rationale for such determination. Such notice shall be provided to Conduit promptly following Microsoft’s determination to withhold and
sufficiently in advance of any actual withholding (no less than 14 days) to provide Conduit a reasonable time to contest such determination.
Conduit shall have the right, upon notice to Microsoft, to direct payment under this Agreement to one or more Conduit Affiliates in order to
minimize any Taxes, including Withholding Taxes.
4.6 Audit . During the Term and for a period of [***]
CONFIDENTIAL
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