TranSystems Corporation - LGM Construction

its supplier or Subcontractor with respect to that portion of the Work. In that case, Contractor
shall separately state on its Applications for Payment, and collect from FedEx, and remit to the
proper taxing authority, the collected Transaction Taxes as and when applicable Legal
Requirements require. Any amounts that Contractor collects from FedEx on the authority of the
preceding sentence will constitute a payment on account of, and a concurrent reduction in the
amount of, the unpaid balance of the Contractor’s Fee. Contractor and FedEx shall cooperate in
the preparation and filing of any tax returns.
(c) If applicable Legal Requirements require Transaction Taxes to be paid to a state other
than a state in which the Site is located, Contractor shall cooperate with FedEx in determining
the amount of any credit against the Transaction Taxes of the state in which the Site is located
that may be available by reason of that payment.
(d) In its sole discretion and at its expense, FedEx has the right, either before or after
payment of any Transaction Taxes to the proper taxing authority, to contest the validity or
application of those Transaction Taxes. Upon the written request and at the expense of FedEx,
Contractor shall fully cooperate with FedEx in contesting or protesting the validity or application
of those Transaction Taxes. That cooperation will include, but not be limited to, permitting
FedEx to proceed in Contractor's name if required or permitted by law, as long as the contest
does not involve, or can be separated from, the contest of any Transaction Taxes or issues
unrelated to the transactions described in this Agreement. FedEx also has the right to participate
in any contest Contractor conducts with respect to any Transaction Taxes or other charge
included within the scope of the indemnity set forth in Section 14.01(e) below, including,
without limitation, the right to attend conferences with the taxing authority and the right to
review submissions to the taxing authority or any court to the extent the contest does not involve,
or can be separated from, the contest of any tax or other issues unrelated to the transactions
described in this Agreement. If, in accordance with the terms of this Agreement, FedEx pays any
Transaction Taxes that are not treated as a payment on account of, and a concurrent reduction in
the amount of, the unpaid balance of the Contractor’s Fee and if Contractor receives a refund of
any part of those Transaction Taxes, Contractor shall promptly remit the amount of the refund to
FedEx, after deducting any reasonable expenses that Contractor reasonably incurred in
connection with the contest of the validity or application of those Transaction Taxes and that
FedEx has not previously reimbursed to Contractor.
(e) Contractor shall indemnify, defend and hold FedEx and its officers, directors and
employees harmless from all Transaction Taxes for which Contractor assumes responsibility in
this Section 14.01. The payment of any penalties or interest associated with Contractor's failure
to timely pay any Transaction Taxes to the proper taxing authority in accordance with the terms
of this Agreement and any applicable Legal Requirements will be Contractor's responsibility
unless FedEx's direction to Contractor in accordance with this Section 14.01 or FedEx’s failure
to timely make a progress payment in accordance with the terms of this Agreement causes that
failure.]
Section 14.02. Contractor Taxes. (a) In addition to Transaction Taxes, Contractor shall pay
all taxes, excises, duties and assessments ("Contractor Taxes") (i) that arise out of Contractor's
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