1998 AGN FEB 03 I02 - Laserfiche WebLink

Browse Search

DRAFT: I1/07/97 under this Agreement or any other agreement between the Parties may be offset against each other. set off or recouped therefrom. 6.3. Audit. Each Party (and its representative(s)) has the right, at its sole expense and during normal working hours, to examine- the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to..this Agreement. If requested, a Party shall provide to the other Party statements evidencing the quantities of Energy delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be promptly made and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of two years from the rendition thereof, and provided further that this agreement will survive any termination of the Agreement for a period of two years from the date of such termination for the purpose of such statement and payment objections. SECTION 7. TAXES 7.1. Taxes The Contract Price shall include full reimbursement for, and Seller is liable for and shall pay, or cause to be paid, or reimburse Buyer if Buyer has paid, all Taxes applicable to a Transaction arising prior to the Delivery Point. If Buyer is required to remit such Tax, the amount shall be deducted from any sums due to Seller. Seller shall indemnify, defend and hold harmless Buyer from any Claim for such Taxes. The Contract Price does not include reimbursement for, and Buyer is liable for and shall pay, cause to be paid, or reimburse Seller if Seller has paid, all, Taxes applicable to a Transaction arising at and, from the Delivery Point, including any Taxes imposed or collected by a taxing authority with, jurisdiction over Buyer. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes. Either Party, upon written request of the other, shall provide a certificate of exemption or other reasonably satisfactory evidence of exemption if either Party is exempt from taxes, and shall use reasonable efforts to obtain and cooperate with obtaining any exemption from or reduction of any Tax. Each Party shall use reasonable efforts to administer this Agreement and implement the provisions in accordance with the intent to minimize Taxes. 7.2. New Taxes. (a) Notwithstanding any other provision of this Agreement to the conway, if (i) a New Tax is imposed and (ii) Buyer or Seller would be responsible for such New Tax and (iii) such New Tax is (a's a result of laws, regulations and applicable contracts of Buyer in effect as of the effective date of the New Tax) of the type that Buyer can pass directly through to, or be reimbursed by, another person or entity, Buyer shall pay or cause to be paid, or reimburse Seller if Seller has paid, all such New Taxes and Buyer shall indemnify, defend and hold harmless Seller from any Claims for such New Taxes. (b) If (i) a New Tax occurs and (ii) Buyer or Seller would be responsible for paying such New Tax and (iii) Paragraph (a) does not apply, the Party responsible for the New Tax ("Affected Party") shall be entitled to declare an Early Teffnination Date with respect to those Transactions affected by the New Tax ("Affected Transactions") in accordance with the provisions of this Agreement subject to the following conditions: (a) the Affected Party must give the other Party ("Non -Affected Party") at least thirty (30) days prior written notice (the "Agreement Period") of its intent to declare an Early Termination Date (which notice shall be given no later than ninety (90) days after the later of the enactment or effective date of the relevant New Tax), and prior to the DLYONS%AGRNMCOLTON2