Common use of Invoices and Payment Terms Clause in Contracts

Invoices and Payment Terms. Unless otherwise set forth in the Transition Service Schedules, the Providers shall invoice the Recipients promptly after the end of each month for all (a) amounts due (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding month based on, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be made in immediately available funds within forty-five (45) days of the applicable Recipient’s receipt of invoice therefor. Any amount not paid within forty-five (45) days after the date when payable shall bear interest at the rate equal to 1.5% per annum from the date such amount is due. The Recipients shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any Recipient disputes any amount on an invoice, such Recipient shall notify the relevant Provider in writing within twenty (20) days after such Recipient’s receipt of such invoice and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 7.05. The Recipient will be entitled to withhold the amount in dispute during the pendency of the dispute, provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement; provided that in the event that the applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due date for such amount at the rate equal to 1.5% per annum) to the Recipient within forty-five (45) days after receipt of such notice (or, alternatively, the Provider may deduct the dollar amount from the next invoice submitted to the Recipient).

Invoices and Payment Terms. Unless otherwise In consideration for the performance of the Services, ALPHA shall be paid an amount and according to terms set forth in the Transition Service SchedulesProposal (“Project Cost”); however, the Providers shall invoice the Recipients promptly after the end of each month for all (a) amounts due (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding month based on, unless otherwise set forth payment terms are not listed in the Transition Service SchedulesProposal, payment for Services shall be payable within thirty (30) days of ALPHA’s invoice date (the reasonable and documented out-of-pocket costs and expenses actually incurred “Payment Due Date”). All payments must be paid by the Providers or any of its Affiliates in connection with providing the applicable Transition Services Payment Due Date, and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be made in immediately available funds within forty-five (45) days of the applicable Recipientcontingent upon CLIENT’s receipt of invoice thereforseparate payment, financing or closing on the project property, or other conditions whatsoever. Any amount not paid If CLIENT objects to any portion of an invoice, it shall notify ALPHA in writing within forty-five ten (4510) days after from the date when payable of actual receipt of the invoice of the amount and nature of the dispute, and shall bear timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate equal of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to 1.5% per annum from pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the date such amount is dueProposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and schedules provided by ALPHA may be subject to change based upon the actual Site conditions encountered, weather delays and impact and any other requirements of the CLIENT and should be used by CLIENT for planning purposes only. The Recipients shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it ALPHA will endeavor to perform the Providers (on account of any obligation owed by Services within the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant estimates but will notify CLIENT if estimates are likely to this Agreement; provided, that in the event any Recipient disputes any amount on an invoice, such Recipient shall notify the relevant Provider in writing within twenty (20) days after such Recipient’s receipt of such invoice and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipientbe exceeded. In the event agreement of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is not reached by required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the applicable Provider Services, CLIENT shall pay ALPHA for time and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution expenses in accordance with Section 7.05. The Recipient will be entitled to withhold the amount in dispute during the pendency of the dispute, provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement; provided that in the event that the applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due date for such amount at the rate equal to 1.5% per annum) to the Recipient within forty-five (45) days after receipt of such notice (or, alternatively, the Provider may deduct the dollar amount from the next invoice submitted to the Recipient)ALPHA’s then current fee schedule.

Invoices and Payment Terms. Unless otherwise set forth in Prior to payment by Aventis of the Transition payments due under this Agreement, ImmunoGen must submit an invoice to Aventis which shall reference the applicable purchase order number (each, an “Invoice”). ImmunoGen shall generate Invoices for all fees and cost reimbursements. Invoices for Service Schedules, the Providers Fees and for cost reimbursements shall invoice the Recipients be generated quarterly and provided to Aventis promptly after the end of each month the Calendar Quarter in which the fees were incurred; invoices for all the milestone-based fee described above will be generated any time after completion of the milestone (a) amounts due (if any) as completion is determined under the Project Plan and Section 8.4.7(c)). Each Invoice shall be addressed to: sanofi-aventis U.S. LLC Attention: Accounts Payable Department 1041 Xxxxx 000-000 X.X. Xxx 0000 Xxxxxxxxxxx, XX 00000-0000. Invoices for all Transition cost reimbursement shall include appropriate reasonable documentation of costs incurred; Invoices for Service Fees shall detail the personnel providing Services and Migration Services provided to the Recipients during the preceding month based onnumber of FTEs/hours spent in performing Services, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be made in immediately available funds within forty-five (45) days of the applicable Recipient’s receipt of invoice therefor. Any amount not paid within forty-five (45) days after the date when payable shall bear interest at the rate equal to 1.5% per annum from the date such amount is due. The Recipients shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any Recipient disputes any amount on an invoice, such Recipient shall notify the relevant Provider in writing within twenty (20) days after such Recipient’s receipt of such invoice and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution calculated in accordance with Section 7.05. The Recipient will be entitled to withhold the amount in dispute 8.4.7(a), during the pendency quarter for which the Invoice applies. Aventis shall pay Invoices within [***] after receipt of each Invoice . Receipt or acceptance by Aventis of any Invoices under this Agreement will not preclude Aventis from questioning the correctness of the disputeunderlying information at a later date, provided or from exercising its rights under Section 8.4.7. If any [***] inconsistencies or mistakes are discovered in an Invoice, the Parties shall make immediate adjustment, by reimbursement or credit, as applicable. Invoices that remain unpaid more than [***] beyond the Recipient shall scheduled payment due date may be subject to late charges pursuant an interest charge equal to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay [***], calculated from the undisputed portion of each invoice in the manner set forth in this Agreementscheduled payment due date forward; provided that in no event shall such annual rate exceed the event that the applicable Provider and Recipient mutually agree that any amount that was paid maximum interest rate permitted by the Recipient was not properly owed, the Provider will refund that amount plus law in regard to such payments. Such payments when made shall be accompanied by all interest (accumulating from the original due date for such amount at the rate equal to 1.5% per annum) so accrued. All payments shall be made by wire transfer of immediately available funds to the Recipient within forty-five following account: [***] ABA (45) days after receipt of such notice (orrouting): [***] F/C Client Funds [***] Account: [***] Account Title: ImmunoGen, alternatively, the Provider may deduct the dollar amount from the next invoice submitted to the Recipient).Inc.

Invoices and Payment Terms. Unless otherwise Distributor shall send Sub-Distributor invoices via mail or email for each shipment. Sub-Distributor shall notify Distributor in writing if Sub-Distributor disputes any charges set forth in the Transition Service Schedules, the Providers shall on an invoice the Recipients promptly after the end of each month for all (a) amounts due (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding month based on, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be made in immediately available funds within forty-five (455) days of the applicable Recipient’s receipt of invoice therefor. Any amount not paid within forty-five (45) days after the date when payable shall bear interest at the rate equal to 1.5% per annum from the date such amount is due. The Recipients shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any Recipient disputes any amount on an invoice, such Recipient shall notify the relevant Provider in writing within twenty (20) days after such Recipient’s receipt of such invoice and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 7.05. The Recipient will be entitled to withhold the amount in dispute during the pendency of the dispute, provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement; provided that in the event that the applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due date for such amount at the rate equal to 1.5% per annum) to the Recipient within forty-five (45) calendar days after receipt of such notice (orinvoice, alternativelyspecifying in reasonable detail the items disputed and basis for the dispute. Thereafter, the Provider Parties will work in good faith to resolve such dispute as quickly as is reasonably possible. If any such dispute is not resolved within thirty (30) calendar days after Sub-Distributor’s receipt of the applicable invoice, then Distributor may deduct suspend any further shipments of the dollar amount Products under this Agreement until such time as the dispute is resolved and all amounts agreed upon by the Parties to be due are paid in full. All undisputed amounts on each invoice are due and payable within seven (7) calendar days from the next invoice date of Sub-Distributor’s receipt of the invoice. Payments due hereunder must be made, at Sub-Distributor’s option, by ACH, wire transfer, certified check, or such other method as may be agreed to by the Parties. Distributor reserves the right to change or modify payment terms upon thirty (30) calendar days’ written notice to Sub-Distributor at any time following a default by Sub-Distributor of its payment obligations under this Agreement with such changes or modifications to be effective for Purchase Orders submitted after such thirty (30) calendar day period. Invoices will be issued upon shipment of the Product to the Recipient)Sub-Distributor or to Sub-Distributor’s customer via direct shipment.

Invoices and Payment Terms. Unless otherwise Distributor shall send Sub-Distributor invoices via mail or email for each shipment. Sub-Distributor shall notify Distributor in writing if Sub-Distributor disputes any charges set forth in the Transition Service Schedules, the Providers shall invoice the Recipients promptly after the end of each month for all (a) amounts due (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding month based on, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be made in immediately available funds within forty-five (45) days of the applicable Recipient’s receipt of invoice therefor. Any amount not paid within forty-five (45) days after the date when payable shall bear interest at the rate equal to 1.5% per annum from the date such amount is due. The Recipients shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any Recipient disputes any amount on an invoice, such Recipient shall notify the relevant Provider in writing invoice within twenty fifteen (2015) days after such Recipient’s receipt of such invoice and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 7.05. The Recipient will be entitled to withhold the amount in dispute during the pendency of the dispute, provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement; provided that in the event that the applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due date for such amount at the rate equal to 1.5% per annum) to the Recipient within forty-five (45) calendar days after receipt of such notice (orinvoice, alternativelyspecifying in reasonable detail the items disputed and basis for the dispute. Thereafter, the Provider Parties will work in good faith to resolve such dispute as quickly as is reasonably possible. If any such dispute is not resolved within thirty (30) calendar days after Sub-Distributor’s receipt of the applicable invoice, then Distributor may deduct suspend any further shipments of Products under this Agreement until such time as the dollar amount dispute is resolved and all amounts agreed upon by the Parties to be due are paid in full. All undisputed amounts on each invoice are due and payable within thirty (30) calendar days from the next invoice date of Sub-Distributor’s receipt of the invoice. Payments due hereunder must be made, at Sub-Distributor’s option, by ACH, wire transfer, certified check or such other method as may be agreed to by the Parties. Distributor reserves the right to change or modify payment terms upon thirty (30) calendar days’ written notice to Sub-Distributor at any time following a default by Sub-Distributor of its payment obligations under this Agreement with such changes or modifications to be effective for Purchase Orders submitted after such thirty (30) calendar day period. Invoices will be issued upon shipment of the Product to the Recipient)Sub-Distributor or to Sub-Distributor’s customer via direct shipment.

Invoices and Payment Terms. Unless otherwise set forth in the Transition Service Schedules, the Providers SVM shall invoice the Recipients promptly (in one or more invoices) TG after the end of each fiscal month for all (a) amounts due charges (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding in such fiscal month based on, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable pursuant to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, that any such cost or expense not consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the event that, and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below)this Agreement. Payment of any amounts due by the Recipients TG hereunder shall be made in immediately available funds within forty-five (45) 30 days of the applicable RecipientTG’s receipt of each invoice therefor, or within such shorter period of time as designated accounting representatives of each of the Parties may otherwise agree (the “Applicable Payment Period”). Any amount not paid within forty-five (45) days after the date when payable Applicable Payment Period shall bear interest at the rate equal to 1.5% per annum Applicable Rate from the date such amount is due. The Recipients TG shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any Recipient TG disputes any amount on an invoice, such Recipient TG shall notify the relevant Provider SVM in writing within twenty (20) 20 days after such RecipientTG’s receipt of such invoice (or such shorter period of time as designated accounting representatives of each of the Parties may otherwise agree) and shall describe in detail the reason for disputing such amount. Upon receipt of such notice, the Provider will research the items in question in a reasonably prompt manner provide any documents or other materials supporting its dispute, and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 7.05. The Recipient will be entitled to withhold only the amount in dispute during the pendency of the dispute, provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient TG shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement; provided Agreement and shall be subject to late charges at the Applicable Rate and any other costs incurred by SVM or any Provider pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. A Provider may suspend performance of the Transition Services in the event that the TG fails to timely pay undisputed amounts and all applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due date for such amount at the rate equal late changes payable pursuant to 1.5% per annum) to the Recipient this Section 3.02 within forty-five (45) 15 days after receipt written notice of non-payment from SVM and Provider shall not be required to resume Transition Services until all such notice (or, alternatively, the Provider may deduct the dollar amount from the next invoice submitted to the Recipient)amounts and associated late fees have been paid.