3. Taxes
Each party shall be responsible for its own Value Added Tax, Goods and Services Tax, and/ or any other similar taxes and governmental charges or other deductions (collectively,”Taxes”). All amounts payable by the Company to Samsung Securities under this Engagement Letter shall be paid free and clear of, and without any deduction or withholding for or on account of Taxes levied in any jurisdiction from or through which payment is made, unless such dedution or withholding of Taxes is required by applicable law, in which event the Company will provide Samsung Securities with the original withholding receipts issued by the relevant tax authority.
The company shall fully indemnify and hold harmless Samsung Securities (as agent of the Company) and its affiliates and each of their respective directors, officers, agents, contractors and employees(any and all of which or whom is referred to as an “Indemnified Person ”) from and against any and all losses, claims, costs,damages, actions, proceedings,demands,liabilities and expenses whatsoever,joint or several (collectively “Claims”) which any such Indemnified Person may suffer or incur in any jurisdiction whatsovever and which relate to or arise from,directly or indirectly, the engagement of Samsung Securities hereunder and/or the provision by Samsung Securities of any service contemplated hereunder, except and only to the extent that such Claims are finally judicially determined to have resuited from the gross negligence or wilful misconduct of the Indemnified Person.
The foregoing indemnities shall be in addition to any rights that Samsung Securities or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect regardless of whether this Engagement Letter is terminated.
请勿机译。谢谢。