Fees reflected in this Agreement do not include taxes. Neither Party is liable for any taxes the other Party or its Affiliates are legally obligated to pay (or for any penalties or interest thereon) and which relate to any transactions contemplated under this Agreement. Each Party will pay any sales, use or value added taxes (and any penalties or interest thereon) it and its Affiliates owe due to entering into this Agreement or otherwise arising from the transactions contemplated by this Agreement, and which the law requires be collected from or paid by such Party or Affiliate. The Parties will not collect taxes covered by a valid exemption certificate provided by the other or its Affiliates. If the law requires that taxes be withheld from any payments from one Party to the other, such amounts will be withheld and paid to the appropriate taxing authority. The Party that withholds such taxes will deliver to the other an official receipt for all taxes withheld. The Parties and their Affiliates will use reasonable efforts to minimize any taxes withheld to the extent allowed by law. Despite any other provision in this Agreement, this section governs the treatment of all taxes relating to this Agreement.