Incredimail 2014 Annual Report Download - page 150

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12.12 Tax Matters.
12.12.1 General
. The amounts to be paid by Microsoft to Company do not include any taxes. The Parties will not be liable
for any of the taxes of the other Party that the other Party is legally obligated to pay (“ Company Taxes ”)
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 sales, use or value added taxes (“ Transaction Taxes ”)
and withholding taxes. Additionally, Microsoft shall
pay to Company any Transaction Taxes that are required to be collected from Microsoft by Company under applicable law. If a taxing authority
determines that Company did not collect all applicable taxes due from Microsoft, Microsoft shall remain liable to Company for such additional
taxes. Company 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 Company to any Company Partner.
12.12.2 Withholding Taxes
. If taxes are required to be withheld on any amounts otherwise to be paid by Microsoft to
Company, Microsoft will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority. Microsoft shall
secure and deliver to Company an official receipt for any taxes withheld. Microsoft shall use reasonable efforts to minimize such taxes to the
extent permissible under applicable law.
12.12.3 Cooperation on Tax Matters
. Microsoft and Company 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 Company describing the rationale
for such determination. Such notice shall be provided to Company promptly following Microsoft’
s determination to withhold and sufficiently in
advance of any actual withholding [***] to provide Company a reasonable time to contest such determination. Company shall have the right,
upon notice to Microsoft, to direct payment under this Agreement to one or more Company Affiliates in order to minimize any taxes, including
withholding taxes.
12.13 Governing Law.
This Agreement is governed by and interpreted in accordance with the laws of the State of New York,
without regard to the conflicts of laws principles thereof.
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