Everi has not made, nor does it make any promises or warranties (express or implied) with regard to the tax consequences, if any, of the Settlement Payments.  Chary agrees to pay all taxes, if any, which may be owing on any Settlement Payments, except for the Withholdings, i.e. , Everi's portion of FICA, Medicare and other federal, state or local employer tax contributions. Chary waives, renounces, and agrees to indemnify and hold Everi, its respective Groups and Representatives harmless against any claim asserted or assessed against Chary for unpaid taxes which arises from or relates to the Settlement Payments, except for any Claim associated with Everi's responsibility for the Withholdings. The Parties acknowledge that each of them may file with the appropriate federal, state, and municipal taxing authorities all forms, reports, or disclosures in respect of the Settlement Payments.