B. Service Requirements. If Client (i) requires an expansion of, or reduction in, the scope of Services, (ii) changes the use of Sodexo's procurement program, (iii) transitions the obligation of Client providing non-management employees to Sodexo, as further detailed in Section 5.3, due to employee retirement, termination or other determination made by Client and/or (iv) requests additional management/resource personnel to conduct a specific function unrelated to the Services, and such change or request results in an increase or decrease in costs, Charges, or expenses to Sodexo, Sodexo's compensation shall be adjusted according to the Operating Expenses actually incurred including an adjustment to the total price stated in Section 7.2.

A. The financial arrangement set forth in this Agreement shall be adjusted to reflect additional costs incurred by Sodexo (i) in connection with the implementation of any local, state, or federal legislation or other legal requirements, including, but not limited to, the requirements found in the Patient Protection and Affordable Care Act and Health Care and Education Reconciliation Act of 2010; or (ii) increases in benefit costs paid by Sodexo on behalf of covered employees, including, but not limited to, certain paid leave as mandated by applicable federal, state, or local laws. The adjustment to the financial arrangement shall be effective from the date the events of (i) and/or (ii) occur or take effect.

Sodexo shall bill and collect sales taxes, if applicable, on Services provided at each site. Sodexo shall bill and collect sales and use taxes, if applicable, on purchases or fees billed to Client.

If additional sales or use or any other transaction-related taxes are assessed against the Services operation, Client shall reimburse Sodexo for such assessment—and any interest and penalties related to such assessment—upon receipt of an invoice from Sodexo; except that Client shall not be responsible for any assessment attributable to Sodexo's negligent failure to timely submit any known tax filing or report. Sodexo shall be responsible for its city, state, or federal income taxes, including any tax burdens or benefits arising from its operations hereunder. This provision shall survive termination of this Agreement.

A. Each Party shall comply with all applicable laws, ordinances, rules, and regulations relating to the Services operation and, as applicable to a Party, obtain and maintain required licenses and permits as necessary. Each Party shall cooperate with the other to accomplish the foregoing.