Common use of Charges Payment and Taxes Clause in Contracts

Charges Payment and Taxes. 5.1 The contract price for the Products (including software) and Services is set forth in Annex F hereto. Unless otherwise agreed by the Parties in an Order, all prices are in U.S. dollars, exclusive of Taxes. All prices are applicable solely in Mexico. 5.2 In accordance with the terms of Annex "E", within the next five (05) business days after the delivery of the Order in accordance with the terms set forth in Sections 5.3 and 5.21 below, Nortel Networks shall deliver to Customer an invoice for one hundred percent (100%) of the purchase price of such Order. 5.3 Except for the Orders for RSSs mentioned in Section 5.21 below, all Orders for Products shall be accompanied by: (i) payment of seventy percent (70%) of the purchase price thereof upon delivery of the Order through a wire transfer of immediately available funds or by a letter of credit or by any other mutually agreed means; and (ii) within the next five (5) days after delivery of the respective invoice as per Section 5.2 above, a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price of the relevant Order. 5.4 Payment of this thirty percent (30%) shall be made by Customer ten (10) days after Delivery Date (as defined in Annex E of this Agreement) of the Products; provided that Customer may notify Nortel Networks in writing within such 10-day period if some or all of the Products delivered are not in compliance with the terms of the Order (the "Non-Compliant Products"), in which case Nortel Networks shall take, within thirty days of the date of Customer's notice, corrective action to resolve such Non-Compliant Products. Customer shall not be obligated to pay, and Nortel Networks shall not be entitled to draw on the letter of credit or other form of payment guarantee, the purchase price of the Non-Compliant Products until Nortel Networks corrects such non-compliance, provided, however, that prior to such resolution Nortel Networks shall issue a revised invoice relating to the portion of Products received by Customer that is in compliance with the terms of the Order. Partial shipments shall be allowed under this Agreement, subject to the terms set forth in Annex "J" of this Agreement. For the avoidance of doubt, the Parties agree that the purchase price of the compliant Products shall be paid by Customer as provided in this Section 5.4. 5.5 All Orders for Services shall be accompanied by a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for one hundred percent (100%) of the price of such Services. Nortel Networks shall invoice Customer one hundred percent (100%) of the price of Services upon completion, unless the Service continues beyond thirty days, in which case Nortel Networks shall invoice Customer at the end of each month for the Services performed in that month. 5.6 With respect to Services, amounts are due upon receipt of invoice and shall be paid by Customer within thirty (30) days of the invoice date. 5.7 Customer shall pay interest on any late payments at the rate of eighteen percent (18%) per annum (11/2% per month). 5.8 Charges for Software may be based on extent of use authorized as specified in this Agreement. Customer agrees to pay the charges applicable for any activation or usage beyond the authorized level. Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- 5.9 Customer is liable and responsible for any Taxes relating to the Products or Services furnished by Nortel Networks or its subcontractors pursuant to this Agreement (whether incurred directly or indirectly by Nortel Networks) and shall, at Nortel Networks' direction, promptly pay to Nortel Networks or pay directly to the applicable government or taxing authority, if requested by Nortel Networks, all such Taxes; provided, however, that in no event shall Customer be liable for Taxes computed upon the income or gross revenues of Nortel Networks or its subcontractors. 5.10 Customer shall be responsible for payment of personal property taxes for Products and materials from the date of shipment by Nortel Networks. Customer's obligations pursuant to this Section shall survive any termination of this Agreement. 5.11 Customer shall, within thirty (30) days of the tax payment on behalf of Nortel Networks, furnish to Nortel Networks all original tax receipts or certified copies in Nortel Networks' name showing payment of the Tax and such other documentation relating to the tax payment which Nortel Networks may reasonably request. 5.12 If Customer shall claim to be exempt from any Taxes, Customer shall furnish to Nortel Networks a tax exemption certificate from the relevant taxing authority in the form required by law or otherwise reasonably acceptable to Nortel Networks. If Customer shall claim any such tax exemption and provides Nortel Networks the required tax exemption certificate and Nortel Networks does not collect the Taxes in reliance thereupon, Customer shall hold Nortel Networks harmless from and against any and all assessments for such Taxes levied on Nortel Networks, including all interest, penalties and late charges upon any such Taxes and the cost of professional consulting fees incurred by Nortel Networks to settle the applicable tax matter with the relevant tax authorities. 5.13 If withholding of any Tax is required in respect of any payment by Customer to Nortel Networks hereunder, Customer shall: (i) withhold the appropriate amount from such payment, (ii) pay such amount to the relevant authorities in accordance with applicable law, and (iii) pay Nortel Networks an additional amount such that the net amount received by Nortel Networks is the amount Nortel Networks would have received in the absence of such withholding. 5.14 Customer shall pay all applicable customs fees, import duties, and similar charges directly to the appropriate governmental authorities. Each party agrees to ensure that it is in good standing and is appropriately registered, including without limitation, with respect to Taxes, in any country, state or other jurisdiction where legally required. 5.15 Nortel Networks reserves the right to import services or subcontractors when and where necessary to complete services related to this Agreement. To the extent the Local Nortel Networks Affiliate must import services or subcontractors in support of this Agreement, Nortel Networks reserves the right to have the Local Nortel Networks Affiliate invoice Customer an additional amount such that the cost of the withholding taxes for such imported Services are borne by Customer. 5.16 Customer consents without qualification to the sale and/or assignment of receivables, in whole or in part, including all or any part of any associated rights, remedies, and obligations, by Nortel Networks subject to a 30-day prior written notice, and authorizes the disclosure of this Agreement as necessary to facilitate such sale. Any tax impact to Customer resulting from such sale and/or assignment shall be borne by Nortel Networks. 5.17 The payments referred to in Sections 5.3(ii), 5.5 above and 5.21 below shall be secured by: (i) an irrevocable and unconditional letter of credit in favor of Nortel Networks, confirmed by a United States bank acceptable to Nortel Networks, or (ii) another form of payment guarantee acceptable to Nortel Networks in its sole discretion. 5.18 If Nortel Networks is prevented from making a shipment of Products, installing such Products or performing the Services due to any Force Majeure Event or for any other reason Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- attributable, in whole or in part, to Customer, the Customer shall accordingly arrange an extension of such letter of credit and reimburse Nortel Networks for any additional expenses arising out of any such delay; provided, however, that this reimbursement obligation shall apply only to the extent that the delay was attributable to Customer; and provided, further, that Customer shall promptly reimburse Nortel Networks for any such additional expenses, and Nortel Networks shall subsequently return to Customer any monies which Customer may have paid in excess once the Parties have reached an agreement on the actual extent of Customer's reimbursement obligation. 5.19 Nortel Networks reserves the right to reject an Order at Nortel Networks' sole discretion, or to withhold shipment of the Products or performance of the Services, or any portion thereof, if: (i) Customer is in default of its payment obligations hereunder, (ii) Customer is in breach of its obligations under this Agreement, or (iii) Customer falls under any of the situations described in Sections 16.1 (i) through (iv) hereof, and all relevant dates for completion shall be adjusted accordingly. 5.20 Customer hereby irrevocably waives, to the fullest extent permitted by law, the right to dispute any invoice submitted by Nortel Networks hereunder, if such invoice is not disputed within twenty one (21) days from invoice receipt. Such dispute must be resolved within ninety (90) days from the invoice date. Payment of any disputed amounts is due and payable upon resolution. All other amounts remain due as per this Section 5. 5.21 Notwithstanding any other provision of this Section 5 to the contrary, in the case of Orders for the annual minimum order amounts referred to in Section 19 below, Customer shall submit, on or before December 15 of each year, and dated as of the date of such submission, separate Orders relating to the minimum order commitments for the succeeding calendar year, as follows: (a) In the case of RSS's, the Customer shall submit four (4) separate Orders, each one for one fourth (1/4) of the Baseline Annual Minimum Commitment of RSS units set forth in Section 1(a) of Annex H of this Agreement, relating to the four calendar quarters of the succeeding calendar year, provided that the Orders for the Additional Annual Minimum Commitment of RSS Units set forth in such Annex H, shall be placed by Customer during the calendar year to which such Additional Annual Minimum Commitment applies, and (b) In the case of base stations, the Customer shall submit one (1) Order for the total annual minimum commitment for such calendar year. Nortel Networks shall accept such Orders within ten (10) business days (in the place where Nortel Networks' office which receives such Orders is located) after delivery thereof if such Orders are in compliance with this Agreement (prices and descriptions) and no additional terms and conditions have been imposed. In the case of Orders for RSSs, (i) payment of the initial seventy percent (70%) of the purchase price for the Order corresponding to the first calendar quarter of each calendar year shall be made on or before January 15th of such calendar year, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price; and (ii) payment of the initial seventy percent (70%) of the purchase price for the respective Orders corresponding to each of the three remaining calendar quarters of such calendar year shall be made on or before the 15th calendar day of the month immediately preceding the calendar quarter to which such Order relates, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price. Delivery of Products under each such Order shall be in accordance with Annex "J" and shall commence after the initial payment and that payment of the remaining thirty percent (30%) of the purchase price for each Order will be due ten (10) days after Product delivery, subject to the terms set forth in Section 5.4 for non-complying delivery. 5.22 Customer has the right to engage a third party financial institution to provide financing for the Products and/or Services supplied by Nortel Networks under this Agreement (provided that Customer is in compliance with the financial covenants set forth in the Nortel Networks Finance Agreement), in which case such third party financial institution will make the payments Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- as provided under this Agreement; provided, however, that Customer shall continue to be obligated to comply with all its obligations hereunder.

Charges Payment and Taxes. 5.1 The contract price for the Products (including software) and Services is set forth in Annex F hereto. Unless otherwise agreed by the Parties in an Order, all prices are in U.S. dollars, exclusive of Taxes. All prices are applicable solely in Mexico. 5.2 In accordance with the terms of Annex "“E"”, within the next five (05) business days after the delivery of the Order in accordance with the terms set forth in Sections 5.3 and 5.21 below, Nortel Networks shall deliver to Customer an invoice for one hundred percent (100%) of the purchase price of such Order. 5.3 Except for the Orders for RSSs mentioned in Section 5.21 below, all Orders for Products shall be accompanied by: (i) payment of seventy percent (70%) of the purchase price thereof upon delivery of the Order through a wire transfer of immediately available funds or by a letter of credit or by any other mutually agreed means; and (ii) within the next five (5) days after delivery of the respective invoice as per Section 5.2 above, a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price of the relevant Order. 5.4 Payment of this thirty percent (30%) shall be made by Customer ten (10) days after Delivery Date (as defined in Annex E of this Agreement) of the Products; provided that Customer may notify Nortel Networks in writing within such 10-day period if some or all of the Products delivered are not in compliance with the terms of the Order (the "“Non-Compliant Products"”), in which case Nortel Networks shall take, within thirty days of the date of Customer's ’s notice, corrective action to resolve such Non-Compliant Products. Customer shall not be obligated to pay, and Nortel Networks shall not be entitled to draw on the letter of credit or other form of payment guarantee, the purchase price of the Non-Compliant Products until Nortel Networks corrects such non-compliance, provided, however, that prior to such resolution Nortel Networks shall issue a revised invoice relating to the portion of Products received by Customer that is in compliance with the terms of the Order. Partial shipments shall be allowed under this Agreement, subject to the terms set forth in Annex "“J" ” of this Agreement. For the avoidance of doubt, the Parties agree that the purchase price of the compliant Products shall be paid by Customer as provided in this Section 5.4. 5.5 All Orders for Services shall be accompanied by a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for one hundred percent (100%) of the price of such Services. Nortel Networks shall invoice Customer one hundred percent (100%) of the price of Services upon completion, unless the Service continues beyond thirty days, in which case Nortel Networks shall invoice Customer at the end of each month for the Services performed in that month.. Purchase and License Agreement for FWA Equipment 5.6 With respect to Services, amounts are due upon receipt of invoice and shall be paid by Customer within thirty (30) days of the invoice date. 5.7 Customer shall pay interest on any late payments at the rate of eighteen percent (18%) per annum (11/21 1/2 % per month). 5.8 Charges for Software may be based on extent of use authorized as specified in this Agreement. Customer agrees to pay the charges applicable for any activation or usage beyond the authorized level. Purchase and License Agreement for FWA Equipment --------------------------------------------------------------------------------. 5.9 Customer is liable and responsible for any Taxes relating to the Products or Services furnished by Nortel Networks or its subcontractors pursuant to this Agreement (whether incurred directly or indirectly by Nortel Networks) and shall, at Nortel Networks' ’ direction, promptly pay to Nortel Networks or pay directly to the applicable government or taxing authority, if requested by Nortel Networks, all such Taxes; provided, however, that in no event shall Customer be liable for Taxes computed upon the income or gross revenues of Nortel Networks or its subcontractors. 5.10 Customer shall be responsible for payment of personal property taxes for Products and materials from the date of shipment by Nortel Networks. Customer's ’s obligations pursuant to this Section shall survive any termination of this Agreement. 5.11 Customer shall, within thirty (30) days of the tax payment on behalf of Nortel Networks, furnish to Nortel Networks all original tax receipts or certified copies in Nortel Networks' ’ name showing payment of the Tax and such other documentation relating to the tax payment which Nortel Networks may reasonably request. 5.12 If Customer shall claim to be exempt from any Taxes, Customer shall furnish to Nortel Networks a tax exemption certificate from the relevant taxing authority in the form required by law or otherwise reasonably acceptable to Nortel Networks. If Customer shall claim any such tax exemption and provides Nortel Networks the required tax exemption certificate and Nortel Networks does not collect the Taxes in reliance thereupon, Customer shall hold Nortel Networks harmless from and against any and all assessments for such Taxes levied on Nortel Networks, including all interest, penalties and late charges upon any such Taxes and the cost of professional consulting fees incurred by Nortel Networks to settle the applicable tax matter with the relevant tax authorities. 5.13 If withholding of any Tax is required in respect of any payment by Customer to Nortel Networks hereunder, Customer shall: (i) withhold the appropriate amount from such payment, (ii) pay such amount to the relevant authorities in accordance with applicable law, and (iii) pay Nortel Networks an additional amount such that the net amount received by Nortel Networks is the amount Nortel Networks would have received in the absence of such withholding. 5.14 Customer shall pay all applicable customs fees, import duties, and similar charges directly to the appropriate governmental authorities. Each party agrees to ensure that it is in good standing and is appropriately registered, including without limitation, with respect to Taxes, in any country, state or other jurisdiction where legally required. 5.15 Nortel Networks reserves the right to import services or subcontractors when and where necessary to complete services related to this Agreement. To the extent the Local Nortel Networks Affiliate must import services or subcontractors in support of this Agreement, Nortel Networks reserves the right to have the Local Nortel Networks Affiliate invoice Customer an additional amount such that the cost of the withholding taxes for such imported Services are borne by Customer.. Purchase and License Agreement for FWA Equipment 5.16 Customer consents without qualification to the sale and/or assignment of receivables, in whole or in part, including all or any part of any associated rights, remedies, and obligations, by Nortel Networks subject to a 30-day prior written notice, and authorizes the disclosure of this Agreement as necessary to facilitate such sale. Any tax impact to Customer resulting from such sale and/or assignment shall be borne by Nortel Networks. 5.17 The payments referred to in Sections 5.3(ii), 5.5 above and 5.21 below shall be secured by: (i) an irrevocable and unconditional letter of credit in favor of Nortel Networks, confirmed by a United States bank acceptable to Nortel Networks, or (ii) another form of payment guarantee acceptable to Nortel Networks in its sole discretion. 5.18 If Nortel Networks is prevented from making a shipment of Products, installing such Products or performing the Services due to any Force Majeure Event or for any other reason Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- attributable, in whole or in part, to Customer, the Customer shall accordingly arrange an extension of such letter of credit and reimburse Nortel Networks for any additional expenses arising out of any such delay; provided, however, that this reimbursement obligation shall apply only to the extent that the delay was attributable to Customer; and provided, further, that Customer shall promptly reimburse Nortel Networks for any such additional expenses, and Nortel Networks shall subsequently return to Customer any monies which Customer may have paid in excess once the Parties have reached an agreement on the actual extent of Customer's ’s reimbursement obligation. 5.19 Nortel Networks reserves the right to reject an Order at Nortel Networks' ’ sole discretion, or to withhold shipment of the Products or performance of the Services, or any portion thereof, if: (i) Customer is in default of its payment obligations hereunder, (ii) Customer is in breach of its obligations under this Agreement, or (iii) Customer falls under any of the situations described in Sections 16.1 (i) through (iv) hereof, and all relevant dates for completion shall be adjusted accordingly. 5.20 Customer hereby irrevocably waives, to the fullest extent permitted by law, the right to dispute any invoice submitted by Nortel Networks hereunder, if such invoice is not disputed within twenty one (21) days from invoice receipt. Such dispute must be resolved within ninety (90) days from the invoice date. Payment of any disputed amounts is due and payable upon resolution. All other amounts remain due as per this Section 5. 5.21 Notwithstanding any other provision of this Section 5 to the contrary, in the case of Orders for the annual minimum order amounts referred to in Section 19 below, Customer shall submit, on or before December 15 of each year, and dated as of the date of such submission, separate Orders relating to the minimum order commitments for the succeeding calendar year, as follows: (a) In the case of RSS's’s, the Customer shall submit four (4) separate Orders, each one for one fourth (1/4) of the Baseline Annual Minimum Commitment of RSS units set forth in Section 1(a) of Annex H of this Agreement, relating to the four calendar quarters of the succeeding calendar year, provided that the Orders for the Additional Annual Minimum Commitment of RSS Units set forth in such Annex H, shall be placed by Customer during the calendar year to which such Additional Annual Minimum Commitment applies, and (b) In the case of base stations, the Customer shall submit one (1) Order for the total annual minimum commitment for such calendar year. Nortel Networks shall accept such Orders within ten (10) business days (in the place where Nortel Networks' ’ office which receives such Orders is located) after delivery thereof if such Orders are in compliance with this Agreement (prices and descriptions) and no additional terms and conditions have been imposed. In the case of Orders for RSSs, (i) payment of the initial seventy percent (70%) of the purchase price for the Order corresponding to the first calendar quarter of each calendar year shall be made on or before January 15th of such calendar year, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price; and (ii) payment of the initial seventy percent (70%) of the purchase price for the respective Orders corresponding to each of the three remaining calendar quarters of such calendar year shall be made on or before the 15th calendar day of Purchase and License Agreement for FWA Equipment the month immediately preceding the calendar quarter to which such Order relates, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price. Delivery of Products under each such Order shall be in accordance with Annex "“J" ” and shall commence after the initial payment and that payment of the remaining thirty percent (30%) of the purchase price for each Order will be due ten (10) days after Product delivery, subject to the terms set forth in Section 5.4 for non-complying delivery. 5.22 Customer has the right to engage a third party financial institution to provide financing for the Products and/or Services supplied by Nortel Networks under this Agreement (provided that Customer is in compliance with the financial covenants set forth in the Nortel Networks Finance Agreement), in which case such third party financial institution will make the payments Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- as provided under this Agreement; provided, however, that Customer shall continue to be obligated to comply with all its obligations hereunder.

Charges Payment and Taxes. 5.1 The contract price for the Products (including software) and Services is set forth in Annex F hereto. Unless otherwise agreed by the Parties in an Order, all prices are in U.S. dollars, exclusive of Taxes. All prices are applicable solely in Mexico. 5.2 In accordance with the terms of Annex "“E"”, within the next five (05) business days after the delivery of the Order in accordance with the terms set forth in Sections 5.3 and 5.21 below, Nortel Networks shall deliver to Customer an invoice for one hundred percent (100%) of the purchase price of such Order. 5.3 Except for the Orders for RSSs mentioned in Section 5.21 below, all Orders for Products shall be accompanied by: (i) payment of seventy percent (70%) of the purchase price thereof upon delivery of the Order through a wire transfer of immediately available funds or by a letter of credit or by any other mutually agreed means; and (ii) within the next five (5) days after delivery of the respective invoice as per Section 5.2 above, a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price of the relevant Order.[*] 5.4 Payment of this thirty percent (30%) shall be made by Customer ten (10) days after Delivery Date (as defined in Annex E of this Agreement) of the Products; provided that Customer may notify Nortel Networks in writing within such 10-day period if some or all of the Products delivered are not in compliance with the terms of the Order (the "Non-Compliant Products"), in which case Nortel Networks shall take, within thirty days of the date of Customer's notice, corrective action to resolve such Non-Compliant Products[*]. Customer shall not be obligated to pay, and Nortel Networks shall not be entitled to draw on the letter of credit or other form of payment guarantee, the purchase price of the Non-Compliant Products until Nortel Networks corrects such non-compliance, provided, however, that prior to such resolution Nortel Networks shall issue a revised invoice relating to the portion of Products received by Customer that is in compliance with the terms of the Order. Partial shipments shall be allowed under this Agreement, subject to the terms set forth in Annex "“J" ” of this Agreement. For the avoidance of doubt, the Parties agree that the purchase price of the compliant Products shall be paid by Customer as provided in this Section 5.4. 5.5 All Orders for Services shall be accompanied by a letter of credit or other form of payment guarantee consistent with Section 5.17 hereof for one hundred percent (100%) of the price of such Services. Nortel Networks shall invoice Customer one hundred percent (100%) of the price of Services upon completion, unless the Service continues beyond thirty days, in which case Nortel Networks shall invoice Customer at the end of each month for the Services performed in that month. 5.6 With respect to Services, amounts are due upon receipt of invoice and shall be paid by Customer within thirty (30) days of the invoice date. 5.7 Customer shall pay interest on any late payments at the rate of eighteen percent (18%) per annum (11/2% 1 ½% per month). 5.8 Charges for Software may be based on extent of use authorized as specified in this Agreement. Customer agrees to pay the charges applicable for any activation or usage beyond the authorized level. Purchase and License Agreement for FWA Equipment --------------------------------------------------------------------------------. 5.9 Customer is liable and responsible for any Taxes relating to the Products or Services furnished by Nortel Networks or its subcontractors pursuant to this Agreement (whether incurred directly or indirectly by Nortel Networks) and shall, at Nortel Networks' ’ direction, promptly pay to Nortel Networks or pay directly to the applicable government or taxing authority, if requested by Nortel Networks, all such Taxes; provided, however, that in no event shall Customer be liable for Taxes computed upon the income or gross revenues of Nortel Networks or its subcontractors. 5.10 Customer shall be responsible for payment of personal property taxes for Products and materials from the date of shipment by Nortel Networks. Customer's ’s obligations pursuant to this Section shall survive any termination of this Agreement. 5.11 Customer shall, within thirty (30) days of the tax payment on behalf of Nortel Networks, furnish to Nortel Networks all original tax receipts or certified copies in Nortel Networks' ’ name showing payment of the Tax and such other documentation relating to the tax payment which Nortel Networks may reasonably request. 5.12 If Customer shall claim to be exempt from any Taxes, Customer shall furnish to Nortel Networks a tax exemption certificate from the relevant taxing authority in the form required by law or otherwise reasonably acceptable to Nortel Networks. If Customer shall claim any such tax exemption and provides Nortel Networks the required tax exemption certificate and Nortel Networks does not collect the Taxes in reliance thereupon, Customer shall hold Nortel Networks harmless from and against any and all assessments for such Taxes levied on Nortel Networks, including all interest, penalties and late charges upon any such Taxes and the cost of professional consulting fees incurred by Nortel Networks to settle the applicable tax matter with the relevant tax authorities. 5.13 If withholding of any Tax is required in respect of any payment by Customer to Nortel Networks hereunder, Customer shall: (i) withhold the appropriate amount from such payment, (ii) pay such amount to the relevant authorities in accordance with applicable law, and (iii) pay Nortel Networks an additional amount such that the net amount received by Nortel Networks is the amount Nortel Networks would have received in the absence of such withholding. 5.14 Customer shall pay all applicable customs fees, import duties, and similar charges directly to the appropriate governmental authorities. Each party agrees to ensure that it is in good standing and is appropriately registered, including without limitation, with respect to Taxes, in any country, state or other jurisdiction where legally required. 5.15 Nortel Networks reserves the right to import services or subcontractors when and where necessary to complete services related to this Agreement. To the extent the Local Nortel Networks Affiliate must import services or subcontractors in support of this Agreement, Nortel Networks reserves the right to have the Local Nortel Networks Affiliate invoice Customer an additional amount such that the cost of the withholding taxes for such imported Services are borne by Customer. 5.16 Customer consents without qualification to the sale and/or assignment of receivables, in whole or in part, including all or any part of any associated rights, remedies, and obligations, by Nortel Networks subject to a 30-day prior written notice, and authorizes the disclosure of this Agreement as necessary to facilitate such sale. Any tax impact to Customer resulting from such sale and/or assignment shall be borne by Nortel Networks. 5.17 The payments referred to in Sections 5.3(ii), 5.5 above and 5.21 below shall be secured by: (i) an irrevocable and unconditional letter of credit in favor of Nortel Networks, confirmed by a United States bank acceptable to Nortel Networks, or (ii) another form of payment guarantee acceptable to Nortel Networks in its sole discretion. 5.18 If Nortel Networks is prevented from making a shipment of Products, installing such Products or performing the Services due to any Force Majeure Event or for any other reason Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- attributable, in whole or in part, to Customer, the Customer shall accordingly arrange an extension of such letter of credit and reimburse Nortel Networks for any additional expenses arising out of any such delay; provided, however, that this reimbursement obligation shall apply only to the extent that the delay was attributable to Customer; and provided, further, that Customer shall promptly reimburse Nortel Networks for any such additional expenses, and Nortel Networks shall subsequently return to Customer any monies which Customer may have paid in excess once the Parties have reached an agreement on the actual extent of Customer's ’s reimbursement obligation. 5.19 Nortel Networks reserves the right to reject an Order at Nortel Networks' ’ sole discretion, or to withhold shipment of the Products or performance of the Services, or any portion thereof, if: (i) Customer is in default of its payment obligations hereunder, (ii) Customer is in breach of its obligations under this Agreement, or (iii) Customer falls under any of the situations described in Sections 16.1 (i) through (iv) hereof, and all relevant dates for completion shall be adjusted accordingly. 5.20 Customer hereby irrevocably waives, to the fullest extent permitted by law, the right to dispute any invoice submitted by Nortel Networks hereunder, if such invoice is not disputed within twenty one (21) days from invoice receipt. Such dispute must be resolved within ninety (90) days from the invoice date. Payment of any disputed amounts is due and payable upon resolution. All other amounts remain due as per this Section 5. 5.21 Notwithstanding any other provision of this Section 5 to the contrary, in the case of Orders for the annual minimum order amounts referred to in Section 19 below, Customer shall submit, on or before December 15 of each year, and dated as of the date of such submission, separate Orders relating to the minimum order commitments for the succeeding calendar year, as follows: (a) In the case of RSS's’s, the Customer shall submit four (4) separate Orders, each one for one fourth (1/4) of the Baseline Annual Minimum Commitment of RSS units set forth in Section 1(a) of Annex H of this Agreement, relating to the four calendar quarters of the succeeding calendar year, provided that the Orders for the Additional Annual Minimum Commitment of RSS Units set forth in such Annex H, shall be placed by Customer during the calendar year to which such Additional Annual Minimum Commitment applies, and (b) In the case of base stations, the Customer shall submit one (1) Order for the total annual minimum commitment for such calendar year. Nortel Networks shall accept such Orders within ten (10) business days (in the place where Nortel Networks' ’ office which receives such Orders is located) after delivery thereof if such Orders are in compliance with this Agreement (prices and descriptions) and no additional terms and conditions have been imposed. In the case of Orders for RSSs, (i) payment of the initial seventy percent (70%) of the purchase price for the Order corresponding to the first calendar quarter of each calendar year shall be made on or before January 15th of such calendar year, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price; and (ii) payment of the initial seventy percent (70%) of the purchase price for the respective Orders corresponding to each of the three remaining calendar quarters of such calendar year shall be made on or before the 15th calendar day of the month immediately preceding the calendar quarter to which such Order relates, together with a letter of credit or other form of payment guaranty consistent with the requirements of Section 5.17 hereof for the remaining thirty percent (30%) of the purchase price[*]. Delivery of Products under each such Order shall be in accordance with Annex "“J" ” and shall commence after the initial payment and that payment of the remaining thirty percent (30%) of the purchase price for each Order will be due ten (10) days after Product delivery, subject to the terms set forth in Section 5.4 for non-complying delivery. 5.22 Customer has the right to engage a third party financial institution to provide financing for the Products and/or Services supplied by Nortel Networks under this Agreement (provided that Customer is in compliance with the financial covenants set forth in the Nortel Networks Finance Agreement), in which case such third party financial institution will make the payments Purchase and License Agreement for FWA Equipment -------------------------------------------------------------------------------- as provided under this Agreement; provided, however, that Customer shall continue to be obligated to comply with all its obligations hereunder.