All charges and fees to be paid to Provider under this Agreement are exclusive of any applicable taxes required by law to be collected from Recipient (including withholding, sales, use, excise, or services tax (but excluding any income tax), which may be assessed on or result from the provision of Services under this Agreement). Recipient may be invoiced by Provider and will pay any such applicable taxes. In the event that any such applicable tax withholding, sales, use, excise, or services tax is assessed on the provision of any of the Services under this Agreement, Recipient will pay directly, reimburse or indemnify Provider for such tax; provided , however , that the foregoing provision shall not apply to any penalties or interest relating to any applicable tax that was not collected in keeping with industry practice. However, if the assessment is due to exemption documentation that is supplied by Recipient and which is determined to be invalid, then Provider may collect applicable penalties and interest. The Parties will cooperate with each other in determining the extent to which any tax is due and owing under the circumstances and to reduce the amount of tax so due and owing, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by either Party.