Common use of Billing and Payment Terms Clause in Contracts

Billing and Payment Terms. (a) Xxxxxx Express agrees to pay Cendant Operations in accordance with, and subject to, the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “Interest Rate“). Upon the termination of the Services, Cendant Operations will invoice Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A. (b) In the event Xxxxxx Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to Xxxxxx Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express shall promptly notify Cendant Operations in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Express. In the event that the Parties mutually agree that any amount that was paid by Xxxxxx Express was not properly owed, Cendant Operations will refund that amount to Xxxxxx Express within 20 days of the delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to Xxxxxx Express). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.7.

Billing and Payment Terms. (a) Xxxxxxx Xxxxxx Express agrees to pay Cendant Operations in accordance with, and subject to, the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “Interest Rate“”). Upon the termination of the Services, Cendant Operations will invoice Xxxxxxx Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A. (b) In the event Xxxxxxx Xxxxxx Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to Xxxxxxx Xxxxxx Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxxx Xxxxxx Express until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxxx Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxxx Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxxx Xxxxxx Express shall promptly notify Cendant Operations in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx ExpressXxxxxxx Xxxxxx. In the event that the Parties mutually agree that any amount that was paid by Xxxxxxx Xxxxxx Express was not properly owed, Cendant Operations will refund that amount to Xxxxxxx Xxxxxx Express within 20 days of the delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to Xxxxxx ExpressXxxxxxx Xxxxxx). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.7.

Billing and Payment Terms. (a) Xxxxxx Express Each payor Party under this Agreement or a Services Agreement (or, if applicable, its Affiliate), as applicable, agrees to pay Cendant Operations each payee Party, or if such payee Party so directs, an Affiliate of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in Exhibit A this Agreement or such Services Agreement, as applicable. On the fifteenth (15th) of each month following the Effective Date or the effective date of an applicable Services Agreement each payee Party to this Agreement or such Services Agreement, as applicable, shall provide each applicable payor Party to this Agreement or such Services Agreement, as applicable, with invoices detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement or such Services Agreement, as applicable, (where practicable, each payee Party shall provide each payor Party with a single invoice that includes the amounts due under all Services Agreements entered into among such Parties, but each payor Party hereby acknowledges that the payee Party is not required to provide any such consolidated invoices) and each Party shall pay such invoices within thirty (30) days after receipt of the Servicessuch invoice. Amounts not paid in accordance with this Section 1.9(a1.12(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“”). In addition, each payor Party to this Agreement or a Services Agreement, as applicable, agrees that in the event (i) it does not pay amounts owed pursuant to this Agreement or a Services Agreement, as applicable, in accordance with this Section 1.12 and (ii) such payor Party is entitled to proceeds from a Cendant Contingent Asset (as such term is defined in the Separation Agreement), then at the request (and in the sole discretion) of the payee Party such payor Party shall instruct the Party responsible for remitting the proceeds from such Cendant Contingent Asset to remit all or a portion of such payor Party’s share of such proceeds to the payee Party in an amount up to the amount in default. Upon the termination of the Services, Cendant Operations the payee Party will invoice Xxxxxx Express the payor Party for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.this Agreement or the applicable Services Agreement. (b) In the event Xxxxxx Express a payor Party to this Agreement or a Services Agreement, as applicable, does not pay any sum, or any part thereof, in accordance with Section 1.10(a), the payee Party to this Section 1.9Agreement or such Services Agreement, Cendant Operations as applicable, shall, effective 30 thirty (30) days following the delivery of written notice to Xxxxxx Express such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express such payor Party until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express Each applicable payor Party shall promptly notify Cendant Operations the applicable payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable third-party agreement, upon notice to the payee Party. (Similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 10.7, but subject to Section 1.12(b).) Upon receipt of such notice, Cendant Operations the applicable payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the relevant Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the relevant Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.710.7.

Billing and Payment Terms. (a) Xxxxxx Express agrees to pay Cendant Operations in accordance withThe Sponsor shall invoice Parent within fifteen (15) days after the end of each calendar month, and subject to, beginning with the billing and payment terms set forth in Exhibit A for each first month after the Closing. All undisputed Fees associated with such invoice shall be payable within fifteen (15) days after Parent’s receipt of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “Interest Rate“). Upon the termination of the Services, Cendant Operations will invoice Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.invoice. (b) In the event Xxxxxx Express does not of a good-faith dispute as to the amount of any invoice or portion thereof submitted by the Sponsor to Parent, Parent will pay any sum, or any part thereof, all undisputed charges on such invoice in accordance with this the provisions of Section 1.93.2(a) or Section 3.2(b), Cendant Operations shallas applicable, effective 30 days following the delivery of and will provide written notice to Xxxxxx Express the Sponsor within fifteen (15) days of receipt of such payment default, have no further obligation pursuant invoice regarding the disputed amount and the reasons each such charge is disputed. The Sponsor shall promptly provide Parent with sufficient records relating to this Agreement the disputed charge so as to provide Services enable the Parties to Xxxxxx Express until such unpaid balance plus all accrued interest at resolve the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved dispute. If the Parties fail to agree as to the amount or propriety of any invoice or any portions thereof within fifteen (15) days after Parent’s receipt of its obligations to provide Services pursuant to the Sponsor’s supporting documentation, then either Party may pursue dispute resolution in accordance with Section 7.4 of this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunderAgreement. (c) Xxxxxx Express The Parties acknowledge and agree that the Sponsor or certain of its Affiliates may receive invoices, and incur costs, with respect to Third Parties that relate to the pre- and post-Closing operations of the Partnership (including costs of Sponsor Contractors, costs of procurement of materials and the other payments to Third Parties contemplated by the Services, such as payments with respect to rights of way) (“Sponsor Reimbursable Costs”). To the extent that the Sponsor or any of its Affiliates makes any payments for the Sponsor Reimbursable Costs to Third Parties, the Sponsor shall promptly notify Cendant Operations in writing invoice Parent for the Sponsor Reimbursable Costs within fifteen (15) days of such Payment by Sponsor or any amounts billed of its Affiliates (such invoice to it that are in dispute. Upon set forth a description of the Services provided and reasonable documentation to support the charges thereon), and Parent shall reimburse Sponsor or its applicable Affiliate for all undisputed Sponsor Reimbursable Costs within fifteen (15) days of Parent’s receipt of such noticeinvoice; provided, Cendant Operations will research however, upon the items in question in a reasonably prompt manner and cooperate request by the Sponsor to resolve Parent, Parent shall pay any differences Sponsor Reimbursable Costs directly, with Xxxxxx Express. In evidence of such payment being provided to the event Sponsor. (d) To the extent that the Sponsor or any of its Affiliates receives any payments from Third Parties mutually agree that relate to the post-Closing operations of the Partnership (“Third Party Payments”), the Sponsor or its applicable Affiliate shall pay Parent any amount that was paid by Xxxxxx Express was not properly owed, Cendant Operations will refund that amount to Xxxxxx Express received for any such Third Party Payment within 20 fifteen (15) days of after the delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to Xxxxxx Express). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.7Partnership’s receipt thereof.

Billing and Payment Terms. (a) Xxxxxx Express The payor Party under a Services Agreement (or, if applicable, its Subsidiary) agrees to pay Cendant Operations the payee Party, or if such payee Party so directs, a Subsidiary of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in Exhibit A such Services Agreement. On the first day of each month following the effective date of a Services Agreement the payee Party to such Services Agreement shall provide the payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under all Services Agreements entered into among such Parties and each Party shall pay such invoices within thirty (30) days after receipt of the Servicessuch invoice. Amounts not paid in accordance with this Section 1.9(a1.12(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to the then-applicable Prime Rate plus one percent (1%) (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“). Upon ”) from the termination 31st day following receipt of such invoice to but excluding the Services, Cendant Operations will invoice Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.date on which amounts due are paid. (b) In the event Xxxxxx Express the payor Party to a Services Agreement does not pay any sum, or any part thereof, in accordance with this Section 1.91.10(a), Cendant Operations the payee Party to such Services Agreement shall, effective 30 thirty (30) days following the delivery of written notice to Xxxxxx Express such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express such payor Party until such unpaid balance plus all accrued and unpaid interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express The payor Party shall promptly notify Cendant Operations the payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable Third Party Agreement, upon notice to the payee Party. (Similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 10.7, but subject to Section 1.12(b).) Upon receipt of such notice, Cendant Operations the payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.710.7.

Billing and Payment Terms. (a) Xxxxxx Express Each Service Recipient agrees to pay Cendant Operations the Service Provider in accordance with, and subject to, the billing and payment terms set forth in Exhibit A the Exhibits for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A the Exhibits shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “Interest Rate“”); provided, however, that no Cendant Entity, in its capacity as a Service Recipient, shall have any obligation whatsoever to pay to any PHH Entity, in its capacity as Service Provider, any such interest. Upon the termination of the Services, Cendant Operations the Service Provider will invoice Xxxxxx Express the Service Recipient for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.the relevant Exhibits. (b) In the event Xxxxxx Express a Service Recipient does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations the Service Provider shall, effective 30 days following the delivery of written notice to Xxxxxx Express such Service Recipient of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express such Service Recipient until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations the Service Provider shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express such Service Recipient delivers written notice to Cendant Operations written notice the Service Provider setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations the Service Provider determines in good faith that such amounts are still due and payable and Xxxxxx Express such Service Recipient has not paid such amounts within five (5) Business Days of such notice, Cendant Operations the Service Provider may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 10.7 hereunder. (c) Xxxxxx Express Each Service Recipient shall promptly notify Cendant Operations the Service Provider in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations the Service Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch Service Recipient. In the event that the relevant Parties mutually agree that any amount that was paid by Xxxxxx Express such Service Recipient was not properly owed, Cendant Operations the Service Provider will refund that amount to Xxxxxx Express such Service Recipient within 20 days of the delivery of such notice (or, alternatively, Cendant Operations the Service Provider may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch Service Recipient). In the event agreement is not reached by the relevant Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.710.7.

Billing and Payment Terms. (a) Xxxxxx Express agrees The Parties under this Agreement or a Services Agreement (or, if applicable, their respective Affiliates) agree to pay Cendant Operations the applicable payee Party, or if such payee Party so directs, an Affiliate of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in this Agreement or such Services Agreement, as applicable. The Parties agree that payments will be billed in advance on a monthly schedule, as set forth in this Section 1.8(a), unless otherwise agreed to in writing by the Parties. The initial invoices under this Agreement or the applicable Services Agreements will be delivered by each payee Party to each payor Party on July 1, 2013 and will be due and payable by the payor Party July 15, 2013. Thereafter, on the fifteenth (15th) of each month following the Effective Date, or the effective date of an applicable Services Agreement, each payee Party to this Agreement or such Services Agreement, as applicable, shall provide each applicable payor Party to this Agreement or such Services Agreement, as applicable, with invoices detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement or such Services Agreement, as applicable, (where practicable, the Parties shall provide a single invoice that includes the amounts due under all Services Agreements) and each Party shall pay such invoices by the fifteenth (15th) day of each month following the receipt of such invoice. Except as set forth in any Exhibit A for or agreed in writing by the Parties, the Parties shall net each monthly invoice against each other and the Party with the outstanding payment balance shall pay or cause to be paid any amounts owed as a result of the Servicessuch netting. Amounts not paid in accordance with this Section 1.9(a1.8(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“”). Upon Unless otherwise set forth in any relevant Exhibit or Services Agreement, upon the termination of the Services, Cendant Operations the payee Party will invoice Xxxxxx Express the payor Party for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.this Agreement or the applicable Services Agreement. (b) In the event Xxxxxx Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to Xxxxxx Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express until such unpaid balance plus all accrued interest at the Each applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express payor Party shall promptly notify Cendant Operations the applicable payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.8(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable third-party agreement, upon notice to the payee Party (similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 9.7). Upon receipt of such notice, Cendant Operations the applicable payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the relevant Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus interest (accumulating from the original due date for such amount at the Interest Rate) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the relevant Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.79.7.

Billing and Payment Terms. (a) Xxxxxx Express The payor Party under a Services Agreement (or, if applicable, its Subsidiary) agrees to pay Cendant Operations the payee Party, or if such payee Party so directs, a Subsidiary of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in Exhibit A such Services Agreement. On the first day of each month following the effective date of a Services Agreement the payee Party to such Services Agreement shall provide the payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under all Services Agreements entered into among such Parties and each Party shall pay such invoices within thirty (30) days after receipt of the Servicessuch invoice. Amounts not paid in accordance with this Section 1.9(a1.12(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“). Upon ”) from the termination 31st day following receipt of such invoice to but excluding the Services, Cendant Operations will invoice Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.date on which amounts due are paid. (b) In the event Xxxxxx Express the payor Party to a Services Agreement does not pay any sum, or any part thereof, in accordance with this Section 1.91.10(a), Cendant Operations the payee Party to such Services Agreement shall, effective 30 thirty (30) days following the delivery of written notice to Xxxxxx Express such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express such payor Party until such unpaid balance plus all accrued and unpaid interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express The payor Party shall promptly notify Cendant Operations the payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable Third Party Agreement, upon notice to the payee Party. (Similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 10.7, but subject to Section 1.12(b).) Upon receipt of such notice, Cendant Operations the payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.710.7.

Billing and Payment Terms. (a) Xxxxxx Express agrees SunPower shall provide to Complete Solaria invoices every two weeks setting forth the Transition Fee, which Complete Solaria shall pay Cendant Operations in accordance with, and subject to, upon receipt. SunPower shall maintain records sufficient to support the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid charged amounts in accordance with this Section 1.9(aSunPower’s standard practices and Complete Solaria’s billing requirements and shall submit such records to Complete Solaria with the invoices. (b) Complete Solaria shall pay the charges invoiced by SunPower upon receipt of each invoice to the following account (or as otherwise directed by XxxXxxxx): (c) Undisputed amounts not paid within the period due as set forth in Exhibit A ten (10) days of receipt shall accumulate accrue interest at the rate of 10 two percent per annum or (2%) above the maximum lawful rate, whichever is less then applicable prime rate announced from time to time in The Wall Street Journal (such rate being referred to herein as the “Interest Rate“”). Upon the termination completion of any Transition Service, SunPower shall, not later than thirty (30) days following the Serviceseffective date of such completion, Cendant Operations will invoice Xxxxxx Express Complete Solaria for Services incurred or other applicable charges amounts payable by Complete Solaria in respect of such terminated Transition Service since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.provided by SunPower. (bd) In the event Xxxxxx Express that Complete Solaria does not pay any sum, or any part thereof, undisputed sum due in accordance with this Section 1.9Article III, Cendant Operations shallSunPower shall have the right to suspend providing Forward Services to Complete Solaria, effective 30 days following the delivery of exercisable upon five (5) Business Days’ prior written notice to Xxxxxx Express of such payment defaultComplete Solaria, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (ce) Xxxxxx Express Complete Solaria shall promptly (and in any event, within ten (10) days of receipt of an invoice) notify Cendant Operations SunPower in writing of any amounts billed to it that are in dispute, listing all disputed items and providing a reasonably detailed description of each disputed item. Upon receipt of such notice, Cendant Operations will SunPower shall research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx ExpressComplete Solaria. In the event that the Parties mutually agree that any amount that was paid by Xxxxxx Express Complete Solaria was not properly owed, Cendant Operations SunPower will refund that amount to Xxxxxx Express Complete Solaria within 20 days of the delivery five (5) Business Days of such notice agreement (or, alternativelyat SunPower’s option in its sole discretion, Cendant Operations may SunPower shall deduct the such dollar amount from the next invoice submitted to Xxxxxx ExpressComplete Solaria). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.7.

Billing and Payment Terms. (a) Xxxxxx Express agrees The Parties under this Agreement or a Services Agreement (or, if applicable, their respective Affiliates) agree to pay Cendant Operations the applicable payee Party, or if such payee Party so directs, an Affiliate of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in this Agreement or such Services Agreement, as applicable. The Parties agree that payments will be billed in advance on a monthly schedule, as set forth in this Section 1.8(a), unless otherwise agreed to in writing by the Parties. The initial invoices under this Agreement or the applicable Services Agreements will be delivered by each payee Party to each payor Party on July 1, 2013 and will be due and payable by the payor Party July 15, 2013. Thereafter, on the fifteenth (15th) of each month following the Effective Date, or the effective date of an applicable Services Agreement, each payee Party to this Agreement or such Services Agreement, as applicable, shall provide each applicable payor Party to this Agreement or such Services Agreement, as applicable, with invoices detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement or such Services Agreement, as applicable, (where practicable, the Parties shall provide a single invoice that includes the amounts due under all Services Agreements) and each Party shall pay such invoices by the fifteenth (15th) day of each month following the receipt of such invoice. Except as set forth in any Exhibit A for or agreed in writing by the Parties, the Parties shall net each monthly invoice against each other and the Party with the outstanding payment balance shall pay or cause to be paid any amounts owed as a result of the Servicessuch netting. Amounts not paid in accordance with this Section 1.9(a1.8(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“”). Upon the termination of the Services, Cendant Operations the payee Party will invoice Xxxxxx Express the payor Party for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.this Agreement or the applicable Services Agreement. (b) In the event Xxxxxx Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to Xxxxxx Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express until such unpaid balance plus all accrued interest at the Each applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express payor Party shall promptly notify Cendant Operations the applicable payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.8(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent permitted by the applicable third-party agreement, upon notice to the payee Party (similarly, the payee Party shall continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 9.7). Upon receipt of such notice, Cendant Operations the applicable payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the relevant Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus interest (accumulating from the original due date for such amount at the Interest Rate) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the relevant Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.79.7.

Billing and Payment Terms. (a) Xxxxxx Express agrees Citi shall invoice NBLIC for the Occupancy Services on a monthly basis (such invoice to pay Cendant Operations set forth a description of the Occupancy Services provided and reasonable documentation to support the charges thereon) for all Occupancy Services that Citi delivered during the preceding month, denominated in accordance with, and subject to, U.S. Dollars. Each such invoice shall be payable within sixty (60) days after NBLIC's receipt of the billing invoice and payment terms set forth of such invoices shall be made by NBLIC to Citi in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in Exhibit A shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (such rate being referred to herein as the “Interest Rate“). Upon the termination of the Services, Cendant Operations will invoice Xxxxxx Express for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.U.S. Dollars. (b) In If any undisputed invoice or undisputed portion of an invoice is not paid in full within sixty (60) days after the event Xxxxxx Express does not pay any sumdate of the invoice, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following interest shall accrue on the delivery of written notice to Xxxxxx Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express until such unpaid balance plus all accrued interest amount at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall annual rate equal to the "Prime Rate" as reported in The Wall Street Journal on the thirtieth (30th) day after the date of the invoice (or, if such day is not be relieved a Business Day, the first Business Day immediately after such day), calculated on the basis of any a year of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 three hundred sixty (360) days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunderactual number of days elapsed between the end of the sixty (60) day period and the actual payment date. (c) Xxxxxx Express shall promptly notify Cendant Operations in writing of NBLIC may dispute any amounts billed to it that are in dispute. Upon or all charges within ninety (90) days after the receipt of such noticethe applicable invoice. If NBLIC disputes any charges, Cendant Operations will research the items Parties shall work together in question in a reasonably prompt manner and cooperate good faith to resolve any differences with Xxxxxx Express. In the event that the Parties mutually agree that any amount that was paid by Xxxxxx Express was not properly owed, Cendant Operations will refund that amount to Xxxxxx Express within 20 days of the delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to Xxxxxx Express). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the matter shall be referred to resolution dispute in accordance with Section 11.710.14. If the resolution of such a dispute is that Citi owes an amount of money to NBLIC, Citi shall add a credit of such owed amount to the next invoice that Citi prepares, provided, that if no further such invoices are due, Citi shall pay such amount to NBLIC within sixty (60) days following resolution of the dispute. A failure by NBLIC to dispute a charge within ninety (90) days after receipt of invoice shall not waive NBLIC's audit and collection rights under Article V. (d) The Parties acknowledge that there may be a lag in the submission of invoices for Pass-Through Expenses from third parties relating to the provision of Occupancy Services, and that Citi shall use commercially reasonable efforts to obtain such third-party invoices, and to provide same to NBLIC, in a timely fashion. (e) The existence of a dispute pursuant to Section 4.3(c) above shall not excuse either Party from any other obligation under this Agreement, including Citi's obligations to continue to provide Occupancy Services hereunder.

Billing and Payment Terms. (a) Xxxxxx Express Each payor Party under a Services Agreement (or, if applicable, its Affiliate) agrees to pay Cendant Operations each payee Party, or if such payee Party so directs, an Affiliate of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in Exhibit A such Services Agreement. On the first of each month following the effective date of a Services Agreement each payee Party to such Services Agreement shall provide each applicable payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under all Services Agreements entered into among such Parties and each Party shall pay such invoices within thirty (30) days after receipt of the Servicessuch invoice. Amounts not paid in accordance with this Section 1.9(a1.12(a) within the period due as set forth in Exhibit A thirty (30) days after receipt of such invoice shall accumulate interest at the a rate of 10 percent per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum lawful legal rate, whichever is less lower) (such rate being referred to herein as the “Interest Rate“”). In addition, each payor Party to a Services Agreement agrees that in the event (i) it does not pay amounts owed pursuant to a Services Agreement in accordance with this Section 1.12 and (ii) such payor Party is entitled to proceeds from a Cendant Contingent Asset (as such term is defined in the Separation Agreement), then at the request (and in the sole discretion) of the payee Party such payor Party shall instruct the Party responsible for remitting the proceeds from such Cendant Contingent Asset to remit all or a portion of such payor Party’s share of such proceeds to the payee Party in an amount up to the amount in default. Upon the termination of the Services, Cendant Operations the payee Party will invoice Xxxxxx Express the payor Party for Services incurred or other applicable charges since the last invoice in accordance with the terms and conditions set forth herein and in Exhibit A.the applicable Services Agreement. (b) In the event Xxxxxx Express a payor Party to a Services Agreement does not pay any sum, or any part thereof, in accordance with this Section 1.91.10(a), Cendant Operations the payee Party to such Services Agreement shall, effective 30 thirty (30) days following the delivery of written notice to Xxxxxx Express such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to Xxxxxx Express such payor Party until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, Xxxxxx Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If Cendant Operations determines in good faith that such amounts are still due and payable and Xxxxxx Express has not paid such amounts within five (5) Business Days of such notice, Cendant Operations may suspend all Services under this Agreement and the disputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) Xxxxxx Express Each applicable payor Party shall promptly notify Cendant Operations the applicable payee Party in writing of any amounts billed to it that are in dispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any amounts owed to the payee Party pursuant to Section 1.12(a). Upon receipt of such notice, Cendant Operations the applicable payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Xxxxxx Expresssuch payor Party. In the event that the relevant Parties mutually agree that any amount that was paid by Xxxxxx Express such payor Party was not properly owed, Cendant Operations the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to Xxxxxx Express such payor Party within 20 thirty (30) days of the delivery after receipt of such notice (or, alternatively, Cendant Operations the payee Party may deduct the dollar amount from the next invoice submitted to Xxxxxx Expresssuch payor Party). In the event agreement is not reached by the relevant Parties within 30 thirty (30) days of delivery after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 11.710.7.