Common use of Exemption Certification Clause in Contracts

Exemption Certification. OEM hereby certifies that it either holds or will acquire prior to offering for resale a valid Reseller Exemption Certificate issued by each taxing jurisdiction or entity in the Marketing Territory where such certificate is required as a condition for the avoidance of applicable sales or use taxes, covering any Programs to be licensed or sublicensed under this Agreement. Prior to any shipment of OEM Product under this Agreement, OEM will provide Supplier with a copy of each such certificate, thereby entitling OEM to be treated by Supplier as exempt from collection of tax on Programs in each jurisdiction or entity from which a certificate is obtained. OEM shall promptly notify Supplier of any additions, deletions, or changes to such certificates. OEM shall indemnify and hold harmless Supplier from and against any taxes, duties, tariffs, or other assessments levied by or on behalf of any taxing jurisdiction or entity that fails to issue, or disputes the validity or coverage of, any such exemption certificates.