All transfer taxes, excises, fees or other charges (including value added, sales, ad valorem, use or receipts taxes, but not including a tax on or measured by the income, net or gross revenues, business activity or capital of the Manager), or any increase therein, now or hereafter imposed directly or indirectly by Law, which the Manager is required to pay or incur in connection with the provision of Services hereunder (“ Tax ”), shall be passed on to Kimbell Operating as an explicit surcharge and shall be paid by Kimbell Operating in addition to any payment to cover expenses and costs related to Services provided. If Kimbell Operating submits to the Manager a timely and valid resale or other exemption certificate reasonably acceptable to the Manager and sufficient to support the exemption from Tax, then such Tax will not be added to the fee pursuant to Section 3.1 ; provided, however , that if the Manager is ever required to pay such Tax, Kimbell Operating will promptly reimburse the Manager for such Tax, including any interest, penalties and attorney’s fees related thereto.  The Parties will cooperate to minimize the imposition of any Taxes.