Common use of Billing Disputes Clause in Contracts

Billing Disputes. 9.5.1 If MSEDCL does not dispute a Monthly Bill or a Supplementary Bill raised by the SPV within 15 (fifteen) days of receiving such Bill shall be taken as conclusive. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percent) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill Dispute Notice”) to the SPV setting out: (a) the details of the disputed amount; (b) its estimate of what the correct amount should be; and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days of receipt of the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall be referred to Dispute resolution in accordance with Article 13. 9.5.7 Post resolution, the balance pay-out or recovery (for either side) shall be entitled to a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL for the respective year. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount in any the Monthly Bill or Supplementary Bill (as applicable).

Billing Disputes. 9.5.1 (a) If MSEDCL does not the Access Seeker, acting reasonably and in good faith, wishes to dispute an invoice, the Access Seeker must notify the Multiplex Licensee of a Monthly Bill or a Supplementary Bill raised by Billing Dispute (Billing Dispute Notice) within 180 days after the SPV within 15 (fifteen) days date of receiving such Bill shall be taken as conclusivean invoice. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percentb) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill A Billing Dispute Notice”) to the SPV setting outNotice must specify: (ai) the reasons why the Access Xxxxxx has disputed an invoice, which must include a copy of any records that the Access Seeker is relying on to support its claims; (ii) the amount in dispute; and (iii) details required by the Multiplex Licensee to identify the disputed invoice and the Standard Charges in dispute. (c) The Access Seeker must pay any part of an invoice that is not subject to a Billing Dispute in accordance with clause 12.4. If the Billing Dispute is subsequently resolved against the Access Seeker and payment has not been made by the Access Seeker in respect of the disputed amount;, the Access Seeker must pay the Late Payment Charge in accordance with clause 12.6. (bd) its estimate If the Access Seeker raises a Billing Dispute in respect of what an invoice that has been paid, the correct Multiplex Licensee is not obliged to refund the disputed amount should be; anduntil the Billing Dispute is resolved in the Access Xxxxxx’s favour. (ce) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make The Parties must use their best endeavours to amicably resolve such dispute a Billing Dispute within 15 (fifteen) 30 days of receipt the date of the Bill Disagreement Billing Notice, or such other period that may be agreed by the Parties. 9.5.6 (f) If the Parties do not amicably are unable to resolve the a Billing Dispute within 15 (fifteen) 30 days of receipt the date of Bill Disagreement the Billing Notice pursuant to Article 9.5.4(or such other period that has been agreed between the Parties), the Billing Dispute may be escalated for resolution by a representative that has authority to settle the Billing Dispute, and that is at a higher level of management than the persons with direct responsibility for the billing administration. The designated representatives must meet as often as they reasonably deem necessary in order to discuss the Billing Dispute and negotiate in good faith in an effort to resolve such Billing Dispute. If a Billing Dispute is not resolved within 30 days of being escalated, either Party may refer the matter shall be referred to Dispute for resolution in accordance with Article 13the Dispute Resolution Procedures. 9.5.7 Post resolution(g) Once a Billing Dispute has been resolved, any sum to be paid or repaid must be paid within 30 days after such resolution by the balance pay-out or recovery (for either side) shall be entitled relevant Party. If the Multiplex Licensee is required to a carrying cost at applicable interest rate for working capital as approved repay an amount to the Access Seeker then it will do so by MERC for MSEDCL for crediting the respective year. 9.5.8 For Access Seeker with the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed relevant amount in any the Monthly Bill or Supplementary Bill (as applicable)its next invoice.

Billing Disputes. 9.5.1 If MSEDCL does not dispute 5.1 Where a Monthly Bill or a Supplementary Bill raised by the SPV within 15 (fifteen) days of receiving such Bill shall be taken as conclusive. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percent) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice Party (the “Bill Dispute NoticeDisputing Party”) to disputes the SPV setting out: invoice of BTC, the Disputing Party shall send a written “notice of dispute” within ten (a10) the details Working Days of the disputed amount; (b) its estimate of what the correct amount should be; and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days date of receipt of the Bill Disagreement Noticedisputed invoice to BTC. Failure to submit a notice of dispute within the ten (10) Working Day period shall be deemed to be indisputable confirmation of the correctness of the invoice. 9.5.6 5.2 The notice of dispute must: • clearly identify aspects of the invoice being disputed; and • state the specific reason(s) with reference to the information required. 5.3 If BTC determines that the information is insufficient to identify the disputed amount, BTC shall request and the Disputing Party must supply within three (3) Working Days of such request the relevant evidence and indicate the discrepancy in BTC’s invoice. 5.4 The Disputing Party’s unavailability of records shall not constitute an acceptable basis for disputing an invoice under this Agreement and any notice of dispute issued on that basis shall not be valid. 5.5 The Parties shall endeavor to settle amicably any such billing dispute and shall use reasonable efforts to agree upon an escalation procedure. If the Parties do not amicably fail to resolve their billing dispute for any reason within five (5) Working Days of the Dispute within 15 (fifteen) days of Disputed Party’s receipt of Bill Disagreement Notice pursuant to Article 9.5.4the information submitted under Clause 5.2 or within ten (10) Working Days of BTC’s receipt of the notice of dispute, whichever shall first occur, the matter Disputing Party shall issue a “Notice of Failure of Dispute Resolution” within five (5) Working Days. 5.6 In the Notice of Failure of Dispute Resolution, the Disputing Party shall be referred required to Dispute resolution in accordance state a date and venue for its respective appointed Executives or appointed delegates to meet. The date of such meeting shall be not more than five (5) Working Days after the date the Notice of Failure of Disputed Resolution is issued. If the dispute is not resolved with Article 13. 9.5.7 Post resolutionten (10) Working Days of such meeting, the balance pay-out Executives or recovery (delegates shall refer such dispute for either side) shall be entitled investigation and determination to a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL for the respective yearURCA. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount in any the Monthly Bill or Supplementary Bill (as applicable).

Billing Disputes. 9.5.1 (a) If MSEDCL does not the Access Seeker, acting reasonably and in good faith, wishes to dispute an invoice, the Access Seeker must notify the Multiplex Licensee of a Monthly Bill or a Supplementary Bill raised by Billing Dispute (Billing Dispute Notice) within 180 days after the SPV within 15 (fifteen) days date of receiving such Bill shall be taken as conclusivean invoice. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percentb) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill A Billing Dispute Notice”) to the SPV setting outNotice must specify: (ai) the reasons why the Access Xxxxxx has disputed an invoice, which must include a copy of any records that the Access Seeker is relying on to support its claims; (ii) the amount in dispute; and (iii) details required by the Multiplex Licensee to identify the disputed invoice and the Standard Charges in dispute. (c) The Access Seeker must pay any part of an invoice that is not subject to a Billing Dispute in accordance with clause 12.3. If the Billing Dispute is subsequently resolved against the Access Seeker and payment has not been made by the Access Seeker in respect of the disputed amount;, the Access Seeker must pay the Late Payment Charge in accordance with clause 12.5. (bd) its estimate If the Access Seeker raises a Billing Dispute in respect of what an invoice that has been paid, the correct Multiplex Licensee is not obliged to refund the disputed amount should be; anduntil the Billing Dispute is resolved in the Access Xxxxxx’s favour. (ce) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make The Parties must use their best endeavours to amicably resolve such dispute a Billing Dispute within 15 (fifteen) 30 days of receipt the date of the Bill Disagreement Billing Notice, or such other period that may be agreed by the Parties. 9.5.6 (f) If the Parties do not amicably are unable to resolve the a Billing Dispute within 15 (fifteen) 30 days of receipt the date of Bill Disagreement the Billing Notice pursuant to Article 9.5.4(or such other period that has been agreed between the Parties), the Billing Dispute may be escalated for resolution by a representative that has authority to settle the Billing Dispute, and that is at a higher level of management than the persons with direct responsibility for the billing administration. The designated representatives must meet as often as they reasonably deem necessary in order to discuss the Billing Dispute and negotiate in good faith in an effort to resolve such Billing Dispute. If a Billing Dispute is not resolved within 30 days of being escalated, either Party may refer the matter shall be referred to Dispute for resolution in accordance with Article 13the Dispute Resolution Procedures. 9.5.7 Post resolution(g) Once a Billing Dispute has been resolved, any sum to be paid or repaid must be paid within 30 days after such resolution by the balance pay-out or recovery (for either side) shall be entitled relevant Party. If the Multiplex Licensee is required to a carrying cost at applicable interest rate for working capital as approved repay an amount to the Access Seeker then it will do so by MERC for MSEDCL for crediting the respective year. 9.5.8 For Access Seeker with the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed relevant amount in any the Monthly Bill or Supplementary Bill (as applicable)its next invoice.

Billing Disputes. 9.5.1 If MSEDCL does not dispute a Monthly Bill or a Supplementary Bill raised by the SPV within 15 (fifteen) days of receiving such Bill Bill, the same shall be taken as conclusive. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percent) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill Dispute Notice”) to the SPV setting out: (a) the details of the disputed amount; (b) its estimate of what the correct amount should be; and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claimcounterclaim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days of receipt of the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall be referred to Dispute resolution in accordance with Article 13. 9.5.7 Post resolution, the balance pay-out or recovery (for either side) shall be entitled to a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL for the respective year. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoiceInvoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount in any the Monthly Bill or Supplementary Bill (as applicable).

Billing Disputes. 9.5.1 If MSEDCL does not dispute a Monthly Bill or a Supplementary Bill raised by Notwithstanding any other provision of this Agreement, disputes between the SPV within 15 (fifteen) days of receiving such Bill shall Parties concerning any invoice that Z-Tel presents to Sprint for payment will be taken as conclusiveresolved in accordance with this Section 5.3. 9.5.2 5.3.1. NO WITHHOLDING OF ****** FEES. Under no circumstances will Sprint withhold payment of any Z-Tel xxxx for ******* Fees. If MSEDCL disputes Sprint withholds any ******* Fee invoiced by Z-Tel for a given month for any reason, Z-Tel's duty to perform its obligations under this Agreement will be suspended until one (1) Business Day after Z-Tel receives the amount payable unpaid invoiced Sprint ***** Fees. Z-Tel's right to suspend service under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percent) this Section 5.3.1 is in addition to and not in lieu of the payment any other remedies available to it under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made this Agreement and under protest within time period specified in Article 9.5. 1applicable Law. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill Dispute Notice”) to the SPV setting outSprint stipulates and agrees that: (a) the details Sprint's withholding of the disputed amount;******* Fees will cause irreparable harm to Z-Tel, and. (b) its estimate Sprint will consent to the granting of what the correct amount should be; and (c) all written material in support emergency relief by any court of its claimcompetent jurisdiction, including injunctive relief. 9.5.3 5.3.2. WITHHOLDING OF ********* FEES. In the event of any good faith dispute about the amount due from Sprint to Z-Tel for ********* fees, Sprint may withhold up to a maximum of *************** of the amount invoiced for non-ILEC fees for a given month. But if Z-Tel incorrectly billed more than ****** ********* of any monthly xxxx, then Sprint may thereafter withhold up to *** ******************* of any disputed amount. If Sprint withholds any amount greater than this Section 5.3.2 permits of the SPV amount invoiced by Z-Tel for *********** fees for a given month for any reason, Sprint stipulates and agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providingthat: (a) reasons for its disagreement;such withholding will cause irreparable harm to Z-Tel, and (b) its estimate it will consent to the granting of what the correct amount should be; and (c) all written material in support emergency relief by any court of its counter-claimcompetent jurisdiction, including but not limited to injunctive relief. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days of receipt of the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall be referred to Dispute resolution in accordance with Article 13. 9.5.7 Post resolution, the balance pay-out or recovery (for either side) shall be entitled to a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL for the respective year. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount in any the Monthly Bill or Supplementary Bill (as applicable).

Billing Disputes. 9.5.1 If MSEDCL does not dispute 9.7.1 In the event a Monthly Bill Party disputes any Billing Invoice or a Supplementary Bill raised by the SPV within 15 (fifteen) days of receiving such Bill shall be taken as conclusive. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary BillOther Invoice, as the case may be, 80% such Party (eighty percent“Owing Party”) shall notify the other Party (“Owned Party”) in writing the amount in dispute. Provided that if a Party does not dispute a Billing Invoice or the Other Invoice, as the case may be, within ten (10) days of the payment under receiving it, such disputed Monthly Bill or a Supplementary Bill (Billing Invoice shall be taken as applicable) has to be made under protest within time period specified in Article 9.5conclusive against that Party. 1. MSEDCL 9.7.2 If the Owing Party disputes the amount payable under a Billing Invoice or Other Invoice, as the case may be, it shall within 15 ten (fifteen10) days of receiving such BillBilling Invoice or Other Invoice, as the case may be, issue a notice (the “Bill Invoice Dispute Notice”) to the SPV Owned Party setting out: (a) the i. i. details of the disputed amount; its estimate of what the correct amount should be; ii. ii. all written material in support of its claim; and iii. iii. pay the undisputed or the amount determined under clause 9.2.1 of this PPA to the Owed Party no later than the Due Date. 9.7.3 If the Owed Party agrees to the claim raised in the Invoice Dispute Notice issued pursuant to the clause 9.7.2, the Owed Party shall revise such Billing Invoice within seven (b7) days of receiving such notice and if the Owing Party has already made the excess payment, refund to the Owing Party such excess amount within fifteen (15) days of receiving such notice. 9.7.4 If the Owed Party does not agree to the claim raised in the Invoice Dispute Notice issued pursuant to the clause 9.7.2, it shall, within ten (10) days of receiving the Invoice Dispute Notice, furnish a reply to the Owing Party providing: i. i. reasons for its disagreement; ii. ii. its estimate of what the correct amount should be; and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) iii. iii. all written material in support of its counter-claim. 9.5.5 9.7.5 Upon receipt of reply of disagreement to the Bill Disagreement Invoice Dispute Notice by MSEDCL under Article 9.5.4the clause 9.7.4, authorized authorised representative(s) or Director, Commercial of MSEDCL and SPV each Party shall meet and make best endeavours to 9.7.6 If the Parties are unable to resolve the dispute amicably resolve such dispute within 15 fifteen (fifteen15) days of receipt of reply of disagreement to the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Invoice Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4clause 9.7.4, the matter shall be referred to Dispute resolution Resolution in accordance with Article 1316. 9.5.7 Post resolution9.7.7 Upon resolution of the dispute, in case the balance pay-out or recovery (for either side) Developer is subsequently found to have overcharged, then it shall be entitled to a carrying cost at applicable return the overcharged amount with an interest rate for working capital as approved by MERC for MSEDCL of 1.25% per month of the overcharged amount, for the respective yearperiod it retained the additional amount. Provided that either Party shall refund the amount, if any incorrectly charged and collected from the disputing Party or pay as required, within seven (7) days of the settlement of the dispute. 9.5.8 For 9.7.8 JBVNL or the avoidance of doubt, it is clarified Developer shall not have the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Disputechallenge any Billing Invoice or Other Invoice, be under an obligation as the case may be, or to make payment bring any legal or administrative action of undisputed amount in any kind questioning/modifying a Billing Invoice or Other Invoice, as the Monthly Bill case may be, after a period of three years from the Date of issue of Billing Invoice or Supplementary Bill (Other Invoice, as applicable)the case may be.

Billing Disputes. 9.5.1 If MSEDCL 7.8.1 In the event a Party disputes a Tariff Invoice or Other Invoice, as the case may be, such Party shall notify the other Party in writing of the amount in dispute, provided that if a Party does not dispute a Monthly Bill Tariff Invoice or the Other Invoice, as the case may be, within 30 (thirty) days of receiving it, such Tariff Invoice shall be taken as conclusive and agreed between the Parties. 7.8.2 The Owing Party shall be liable to pay 75% (seventy five percent) of the Tariff Invoice or Other Invoice in the event of dispute subject to settlement of the disputed amount as provided in Clause 7.8. 7.8.3 If the Owing Party disputes the amount payable under a Supplementary Bill Tariff Invoice or Other Invoice, as the case may be, it shall within 30 (thirty) days of receiving such Tariff Invoice or Other Invoice, as the case may be, issue a notice (Invoice Dispute Notice) to the Owed Party setting out: (i) details of the disputed amount; its estimate of what the correct amount should be; (ii) all written material in support of its claim; and (iii) pay the undisputed amount to the Owed Party no later than the Due Date. 7.8.4 If the Owed Party agrees to the claim raised by in the SPV Invoice Dispute Notice issued pursuant to Clause 7.8.2, the Owed Party shall revise such Tariff Invoice within 7 (seven) days of receiving such notice and if the Owing Party has already made the excess payment, refund to the Owing Party such excess amount within 15 (fifteen) days of receiving such Bill shall be taken as conclusivenotice. 9.5.2 7.8.5 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary BillOwed Party does not agree to the claim raised in the Invoice Dispute Notice issued pursuant to Clause 7.8.2, as the case may beit shall, 80% (eighty percent) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill Invoice Dispute Notice”) , furnish a reply to the SPV setting outOwing Party providing: (ai) the details of the disputed amountreasons for its disagreement; (bii) its estimate of what the correct amount should be; and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (ciii) all written material in support of its counter-claim. 9.5.5 7.8.6 Upon receipt of reply of disagreement to the Bill Disagreement Notice by MSEDCL under Article 9.5.4Invoice Dispute Notice, authorized authorised representative(s) or Director, Commercial of MSEDCL and SPV each Party shall meet and make best endeavours to amicably resolve such dispute. 7.8.7 If the Parties are unable to resolve the dispute amicably within 15 (fifteen) days of receipt of reply of disagreement to the Bill Disagreement Invoice Dispute Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall be referred to Dispute resolution Resolution in accordance with Article 13Clause 10. 9.5.7 Post resolution7.8.8 Upon resolution of the dispute, in case the Solar Company is subsequently found to have overcharged, then it shall return the overcharged amount with an interest of 7% (seven percent) per annum calculated on a daily basis for the period it retained the additional amount. In the event the amount is payable by the Procurer, it shall pay, to the Solar Company, the balance pay-out disputed amount with a simple interest, at a rate equal to the bank rate prevailing as on 1st April of the applicable Contract Year of the Tariff Invoice or recovery (for either side) shall be entitled to Other Invoice, calculated on a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL daily basis for the respective yearperiod it disputed the Tariff Invoice amount or the Other Invoice. Provided that either Party shall refund the amount, if any incorrectly charged and collected from the disputing Party or pay as required, within 5 (five) days of the settlement of the dispute. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount in any the Monthly Bill or Supplementary Bill (as applicable).

Billing Disputes. 9.5.1 If MSEDCL does not dispute a Monthly Bill or a Supplementary Bill raised (a) Unless otherwise mutually agreed to by the SPV within 15 disputing Party and the Agent, any dispute, controversy or claim arising out of, under, or relating to this Article 5 (fifteena “Billing Dispute”), shall be negotiated in good faith in accordance with the provisions of this Section 5.5. The disputing Party shall first submit the Billing Dispute to the Accounting Services Committee. If, after thirty (30) days (or any time earlier if the disputing Party or the Agent wishes to have the Nuclear Managing Board consider the issue) such discussions are unsuccessful, then the Billing Dispute will be submitted to the Nuclear Managing Board for resolution through discussions among the members of receiving the Nuclear Managing Board. If after thirty (30) days (or any time earlier if the disputing Party or the Agent wishes to have the Nuclear Managing Board consider the issue) such Bill shall be taken as conclusive. 9.5.2 If MSEDCL disputes discussions are unsuccessful, then the amount payable under a Monthly Bill or a Supplementary Bill, as chief executive officers (the case may be, 80% (eighty percent“CEOs”) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has to be made under protest within time period specified in Article 9.5Parties and the Agent shall consider the issue. 1(i) The process of “good-faith negotiations” requires that the disputing Party and the Agent set out in writing to the other its reason(s) for adopting a specific conclusion or for selecting a particular course of action, together with the subordinate facts supporting such conclusion or course of action. (ii) The good faith negotiation process shall also include at least two meetings of the CEOs. MSEDCL Unless otherwise mutually agreed, the first meeting shall take place within 15 ten (fifteen10) calendar days after the Nuclear Managing Board has failed to resolve the Billing Dispute. Unless otherwise mutually agreed, the second meeting shall take place no more than ten (10) calendar days later. In the event the CEO for the Agent refuses to attend a negotiation meeting of the CEOs, then the disputing Party may proceed immediately to litigation concerning the Billing Dispute. (iii) In the event the disputing Party and the Agent remain unsuccessful in resolving a Billing Dispute for a period of eighty (80) days of receiving such Bill, issue a notice (after the “Bill Dispute Notice”) to the SPV setting out: (a) the details initiation of the disputed amount;good faith negotiation process, then either Party may proceed immediately to litigation concerning the Billing Dispute. (b) its estimate of what Each Party and the correct amount should be; and (c) Agent hereby agree that all written material in support of its claim. 9.5.3 If the SPV agrees to the claim raised statements made in the Bill Dispute Notice issued pursuant to Article 9.5.2course of dispute resolution, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised as contemplated in the Bill Dispute Notice issued pursuant to Article 9.5.2Section 5.5(a), it shall, within 15 (fifteen) days of receiving the Bill Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providing: (a) reasons for its disagreement; (b) its estimate of what the correct amount should be; and (c) all written material in support of its counter-claim. 9.5.5 Upon receipt of the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(s) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days of receipt of the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall be referred confidential and shall not be disclosed to Dispute or shared with any third parties (other than counsel and any other person whose presence is necessary to facilitate the dispute resolution process). Each Party and the Agent agree and acknowledge that no statements made in accordance with Article 13. 9.5.7 Post resolution, the balance pay-out or recovery (evidence specifically prepared for either side) dispute resolution under Section 5.5 shall be entitled to a carrying cost at applicable interest rate admissible for working capital as approved by MERC for MSEDCL for the respective year. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount any purpose in any the Monthly Bill or Supplementary Bill (as applicable)subsequent litigation.

Billing Disputes. 9.5.1 If MSEDCL does not dispute a Monthly Bill or a Supplementary Bill raised 5.1 The Customer must raise any Billing Dispute by the SPV within 15 (fifteen) days of receiving such Bill shall be taken as conclusive. 9.5.2 If MSEDCL disputes the amount payable under a Monthly Bill or a Supplementary Bill, as the case may be, 80% (eighty percent) of the payment under such disputed Monthly Bill or a Supplementary Bill (as applicable) has notice in writing to be made under protest within time period specified in Article 9.5. 1. MSEDCL shall within 15 (fifteen) days of receiving such Bill, issue a notice (the “Bill Dispute Notice”) to the SPV setting outREACH specifying: (a) the details of the disputed amountStatement in dispute; (b) its estimate the Charges which are the subject of what the correct amount should beBilling Dispute (Disputed Amount); and (c) all written material in support of its claim. 9.5.3 If the SPV agrees to reasons for the claim raised in Billing Dispute and the Bill facts on which the Customer relies, (Billing Dispute Notice issued pursuant to Article 9.5.2, the SPV shall revise such Bill and present along with the next Monthly Bill. 9.5.4 If the SPV does not agree to the claim raised in the Bill Dispute Notice issued pursuant to Article 9.5.2, it shallNotice), within 15 (fifteen) days of receiving the Bill date of the Statement, otherwise the relevant Statement is deemed accepted. 5.2 Where a Billing Dispute Notice, furnish a notice (“Bill Disagreement Notice”) to MSEDCL providingis notified under clause 5.1: (a) the Customer may withhold the Disputed Amount but must pay the balance of the Statement; and (b) the parties must negotiate in good faith to resolve the Billing Dispute as soon as practicable. 5.3 If a Billing Dispute is not resolved within 60 days of the date of the Billing Dispute Notice either party may by written notice to the other party refer the matter to a suitable expert agreed between the parties or, failing such agreement within 14 days of the referral notice, as appointed by the Chairman of the Local Accounting Society (Expert). The parties must provide the co-operation the Expert reasonably requires. The Expert must: (a) reach a decision in relation to the Billing Dispute within 60 days of the Expert's appointment; and (b) give written reasons for its disagreementthe decision within 7 days of reaching a decision. 5.4 On resolution of a Billing Dispute (whether by agreement or by expert determination): (a) if the Disputed Amount or part thereof is agreed or determined to be owing to REACH, that amount shall become immediately payable, together with interest calculated at the Interest Rate from the due date of the original Statement to the date of payment; (b) its estimate of what if the Disputed Amount or part thereof is agreed or determined not to be owing to REACH, a corrected Statement shall be issued by REACH as soon as practicable; or (c) if it is agreed or determined that REACH issued the relevant Statement for less than the correct amount should beamount, REACH shall issue a further Statement for that additional amount, which shall be due and payable within 7 days of the date of that Statement. 5.5 The Expert's costs and REACH's reasonable costs of participating in the Expert determination shall be payable: (a) if the Disputed Amount is determined to be payable in full, by the Customer; (b) if none of the Disputed Amount is determined to be payable, by REACH; and (c) all written material if the Disputed Amount is determined to be payable in support of its counter-claimpart by the Customer, proportionally by the Customer. 9.5.5 Upon receipt of 5.6 Where a Statement is accepted (whether deemed or otherwise), then the Bill Disagreement Notice by MSEDCL under Article 9.5.4, authorized representative(samount due (Debt) or Director, Commercial of MSEDCL and SPV shall meet and make best endeavours to amicably resolve such dispute within 15 (fifteen) days of receipt of the Bill Disagreement Notice. 9.5.6 If the Parties do not amicably resolve the Dispute within 15 (fifteen) days of receipt of Bill Disagreement Notice pursuant to Article 9.5.4, the matter shall may be referred to Dispute resolution in accordance with Article 13. 9.5.7 Post resolution, the balance pay-out or recovery (for either side) shall be entitled to a carrying cost at applicable interest rate for working capital as approved by MERC for MSEDCL for the respective year. 9.5.8 For the avoidance of doubt, it is clarified the despite a Dispute regarding an invoice, MSEDCL shall, without prejudice to its right to Dispute, be under an obligation to make payment of undisputed amount sued upon in any the Monthly Bill or Supplementary Bill (as applicable)court of competent jurisdiction.