Common use of Invoicing and Settlement of Costs Clause in Contracts

Invoicing and Settlement of Costs. (a) The party providing each Service shall invoice the party receiving the Service for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure to provide an invoice within such time period shall not relieve the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of the Services performed. (b) Subject to Section 3.02(c) below, the party receiving such Service shall pay within 30 days following its receipt of any invoice pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for the period such amount remains unpaid. (c) In the event of a dispute as to the propriety of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing each Service Seller Parent shall invoice the party receiving the Service Purchaser for all Service Charges for each calendar month or any portion thereof, as applicable, within thirty (30) days following the end of such calendar month, provided that any failure by the Seller Parent to provide an invoice within such time period shall not relieve the party receiving such Service Purchaser of its obligation to pay an invoice received after such date. The Purchaser shall only be required to pay the Seller Parent a pro rata portion of the monthly rate for any Service that does not begin on the first Business Day of the month, or for any Service that is terminated prior to the end of the last Business Day of the month in accordance with Schedule I attached hereto, plus the costs for any long-term commitments entered into by the Seller Parent Entities in contemplation of this Agreement. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below3.2(d), the party receiving such Service Purchaser shall pay within 30 thirty (30) days following its receipt of any invoice from the Seller Parent pursuant to paragraph (a), by check or wire transfer of immediately available funds payable to the order of the Seller Parent and without set-set off, all amounts invoiced by the Seller Parent during the preceding calendar month. If Interest will be payable on past due payments at a rate equal to one percent (1.0%) per month from the party receiving such Service fails due date thereof, not to pay any monthly payment within 60 days following its receipt exceed the maximum rate permitted by Law. (c) Any transition, excise, sales, use or similar tax charged to, assessed on or incurred by the rendering of any invoice pursuant the services listed on Schedule I hereto shall be the responsibility of the Purchaser and shall be paid to paragraph (a), such party shall pay, the Seller Parent in addition to the amount indicated in such invoiceService Charges; provided, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount however, that each party shall be responsible for the period such amount remains unpaidits own income taxes. (cd) In the event of a dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Purchaser shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service Seller Parent within 10 ten (10) Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoicePurchaser. The party providing the Service Seller Parent shall provide or cause to be provided to the party receiving the Service, or shall cause its Subsidiaries to so provide, Purchaser records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing Except as otherwise provided in a Schedule to this Agreement or to the extent that Retail Ventures and DSW may mutually agree, each Service Billing Party shall invoice or notify the party receiving Chief Executive Officer or Chief Financial Officer of the Receiving Party on a monthly basis (not later than the tenth day of each month), in a manner substantially similar to and consistent with the billing practices used in connection with services provided by Retail Ventures to the DSW Entities prior to the Offering Date and, as applicable, the Information Technology Services Transfer Date (except as otherwise agreed), of the Service for all Costs related to services performed or procured by the Billing Party during the prior calendar month. As used herein, “Service Charges for each calendar month within thirty (30) days following Costs” means the end Retail Ventures Service Costs, if Retail Ventures is the Billing Party, and the DSW Service Costs, if DSW is the Billing Party. In connection with the invoicing described in this Section 3.06(a), the Billing Party shall provide to the Receiving Party the same billing data and level of detail as customarily or similar to that provided to the Receiving Party prior to the Offering Date and, as applicable, the Information Technology Services Transfer Date and such month, provided that any failure to provide an invoice within such time period shall not relieve other related data as may be reasonably requested by the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of the Services performedReceiving Party. (b) Subject The Receiving Party agrees to Section 3.02(cpay to the Billing Party, on or before the 30th day after the date on which the Billing Party delivers to the Receiving Party an invoice or notice of Service Costs (or the next Business Day, if such 30th day is not a Business Day) below(each, the party receiving such Service shall pay within 30 days following its receipt of any invoice pursuant to paragraph (aa “Payment Date”), without set-offby wire transfer of immediately available funds payable to the order of the Billing Party, all amounts so invoiced during or noticed by the preceding calendar monthBilling Party pursuant to Section 3.06(a). If the party receiving such Service Receiving Party fails to pay any monthly payment within 60 30 days following its receipt of any invoice pursuant the relevant Payment Date, the Receiving Party shall be obligated to paragraph (a), such party shall pay, in addition to the amount indicated in due on such invoicePayment Date, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for at the period such amount remains unpaid. (cprime, or best, rate announced by National City Bank, compounded monthly from the relevant Payment Date through the date of payment. Payment can be made via check, ACH or wire and, except as set forth in Section 3.15(c) In the event of a dispute as to the propriety of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge Master Separation Agreement, offsetting is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptlypermitted. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing Unless otherwise agreed-to by the Parties, each Service shall Party will invoice or otherwise notify the party receiving other Party of the Service for all Service Charges for each calendar month within thirty (30) days following Costs on a monthly basis, in a manner substantially consistent with the end of such month, provided that any failure to provide an invoice within such time period shall not relieve the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of billing practices used in connection with the Services performedprior to the Closing Date. In connection with the invoicing described in this Section 3.02(a), each Party will provide the other Party the same billing data and level of detail as it customarily provided prior to the Closing Date. (b) Subject Each Party agrees to Section 3.02(cpay the Service Costs within such time period prescribed by such notice or invoice (each invoice date or notification date, a “Payment Date”). Either Party may make such payments: (i) belowthrough its intercompany billing system, (ii) through its cash management systems, (iii) by wire transfer of immediately available funds payable to the party receiving such Service shall pay within 30 days following its receipt order of the other, or (iv) subject to existing agreements between the Parties, by right of set-off of all or a portion of any invoice pursuant determinable Service Costs in a manner substantially similar to paragraph the practice of the Parties and their subsidiaries prior to the Initial Public Offering. (a), without set-off, all amounts invoiced during the preceding calendar month. c) If the party receiving such Service either Party fails to pay any monthly payment within 60 sixty (60) business days following of the relevant Payment Date, and the non-breaching Party provides written notice of such breach to the delinquent Party, the delinquent Party shall be obligated to pay, within fifteen (15) business days of its receipt of any invoice pursuant to paragraph (a), such party shall paywritten notice thereof from the other Party, in addition to the amount indicated in due on such invoicePayment Date, a interest on such amount at the prime rate of interest equal (as of the applicable Payment Date) plus one percent (1%) per annum, compounded monthly from the relevant Payment Date through the date of payment. Notwithstanding the foregoing, if either Party has reasonable basis to believe an invoice is incorrect, it shall notify the LIBOR Rate plus 200 other Party of the basis points per annum for its belief and the Parties shall reasonably cooperate to resolve such matter. Provided that the Party has timely paid all amounts not in dispute, in such event, interest shall not accrue on such amount for the period such amount remains unpaid. (c) In the event of a dispute as to the propriety of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute and no default shall be alleged until the earlier of (x) forty-five (45) days from the Payment Date and shall not be obligated to pay interest on the amount so withheld(y) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. three (d3) Any invoice or payment not disputed in writing by either party within 180 business days following resolution of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustmentmatter.

Invoicing and Settlement of Costs. (a) The party providing Industries will deliver an invoice to Micro on a monthly basis (not later than the fifth day of each accounting month) for (i) Service shall Fees in respect of Services provided during the prior accounting month to Micro (and its Subsidiaries) and (ii) other amounts owing to Industries pursuant to Section 1.2. Except as otherwise provided in this Agreement, each such invoice will be prepared and delivered in a manner substantially consistent with the party receiving billing practices used in connection with services provided to Micro prior to the Service for all Service Charges for each calendar month within thirty (30) days following the end of such month, date hereof; provided that each such invoice shall (A) provide sufficient detail to identify each Service, the fee therefor and the method of calculating such fee, (B) identify all third party costs included in the invoice to the extent specifically billed and (C) include such other data as may be reasonably requested by Micro. In addition, Micro shall have the right to examine any failure and all books and records as it reasonably requests in order to provide an invoice within such time period shall not relieve confirm and verify the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description calculation of the Services performedamount of any payment pursuant to this Section and Industries shall cooperate in any reasonable manner in such examination as Micro shall request. (b) Subject Payment (including payment of any amounts disputed pursuant to Section 3.02(c1.3(c)) belowof each invoice shall be due from Micro on the day (or the next business day, if such day is not a business day) that is the later of (i) the third day prior to the end of the accounting month in which such invoice was received and (ii) the tenth day after the receipt of such invoice (each, a "Payment Date"), by wire transfer of immediately available funds payable to the order of Industries. If Micro fails to make any payment within 30 days of the relevant Payment Date, the party receiving that has failed to make such Service payment shall pay within 30 days following its receipt of any invoice pursuant be obligated to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party shall pay, in addition to the amount indicated in due on such invoicePayment Date, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for at the period such amount remains unpaidprime, or best rate announced by Nationsbank of Texas, N.A. per annum compounded annually from the relevant Payment Date through the date of payment. (c) In the event of a dispute as to the propriety of that Micro disputes any amount charges invoiced by Industries pursuant to paragraph (a) abovethis Agreement, Micro shall deliver a written statement describing the party receiving the Service shall pay all undisputed amounts, but shall be entitled dispute to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service Industries within 10 Business Days from 15 days following receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service statement shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to a sufficiently detailed description of the disputed amount so as to enable the parties to resolve the disputeitems. The parties hereto shall use reasonable their best efforts to resolve any such dispute promptlydisputes. Amounts not so disputed shall be deemed accepted. Disputed amounts resolved in favor of Micro (together with interest on such amounts at the prime, or best rate announced by Nationsbank of Texas, N.A. per annum compounded annually from the date such disputed amounts were paid to Industries to the next relevant Payment Date) shall be credited against payments owing by Micro to Industries on the next relevant Payment Date. (d) Any invoice or payment not disputed Unless otherwise specified on the Schedules hereto, in writing by either party within 180 days the event that the actual utilization of a Service is less than the period specified on such Schedules with respect to such Service, then the Service Fees for such Service shall be prorated on the basis of actual utilization of such invoice or paymentService; provided that the monthly charges shall not be prorated on any period of time less than one day, as the case may beper diem charge shall not be prorated on any period of time less than one-half day, and the hourly charges shall not be considered final and no longer subject to adjustmentprorated on any period of time less than one hour.

Invoicing and Settlement of Costs. (a) The party providing each Service Provider shall invoice the party receiving the Service Recipient for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure by the Service Provider to provide an invoice within such time period shall not relieve the party receiving such Service Recipient of its obligation to pay an invoice received after such date. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below, the party receiving such The Service Recipient shall pay within thirty (30) days following its receipt of any invoice from the Service Provider pursuant to paragraph (a), by wire transfer of immediately available funds payable to the order of the Company and without set off (except as such parties may agree to set off mutual obligations), all amounts invoiced by the Service Provider during the preceding calendar month. If the Service Recipient fails to pay any monthly payment within 30 days following its receipt of any invoice from the Service Provider pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party Recipient shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount at the prime interest rate announced by [______] plus 2% per annum compounded monthly for the period such amount remains unpaid. (c) In the event of a bona fide dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Recipient shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service Provider within 10 Business Days ten (10) business days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is its disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoiceRecipient. The party providing the Service Provider shall provide to the party receiving the ServiceService Recipient, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 90 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing each Service shall invoice the party receiving the Service for all Service Charges for each calendar month within thirty (30) days following As soon as practicable after the end of such each month, provided that any failure to provide an UOL Media Group will invoice within CMO for the applicable Service Costs on a monthly basis, in arrears, for the prior month just ended. The invoice shall set forth in reasonable detail for the period covered by such time period shall not relieve the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of (i) the Services performedrendered, (ii) the Service Costs for each type of Service provided and (iii) such additional information as reasonably requested. (b) Subject CMO agrees to Section 3.02(cpay all of the Service Costs on or before ten (10) below, days after the party receiving such date on which an invoice for Service shall pay within 30 days following its receipt Costs is delivered to UOL Media Group (the "Payment Date") by check or wire transfer of any invoice pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar monthimmediately available funds. If the party receiving such Service a Party fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a)on or before the Payment Date, such party Party shall be obligated to pay, in addition to the amount indicated in due pursuant to such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for at the period such amount remains unpaidprime rate published in The Wall Street Journal (as of the applicable Payment Date) plus one and one-half percent (1.5%) per annum, compounded monthly from the relevant Payment Date through the date of payment ("Additional Interest"). Unless otherwise agreed in writing between the Parties, all payments made pursuant to this Agreement shall be made in U.S. dollars. (c) In Notwithstanding the foregoing, if a Party in good faith disputes any invoiced charge, payment of such charge shall be made only after mutual resolution of such dispute. Each Party agrees to notify the other Party promptly, and in no event of a dispute as to later than the propriety relevant payment date, of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service disputed charge. Additional Interest shall pay all undisputed amounts, but shall be entitled to withhold payment of not accrue on any amount in dispute (and no default shall not be obligated to pay interest on alleged until after the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptlyrelevant payment date. (d) Any invoice or payment During the term of this Agreement, each Party shall keep such books, records and accounts as are reasonably necessary to verify the calculation of the amounts due and payable hereunder. Additionally, UOL Media Group will keep detailed records of the sale and delivery of Ads and Sponsorships pursuant to this Agreement. Each Party shall have the right to review such books, records and accounts at any time during normal business hours upon reasonable written notice, and each Party agrees to conduct any such review in a manner so as not disputed in writing by either party within 180 days of such invoice or payment, as to unreasonably interfere with the case may be, shall be considered final and no longer subject to adjustmentother Party's normal business operations.

Invoicing and Settlement of Costs. (a) The party providing each Service SGI shall --------------------------------- invoice the party receiving the Service Company for all Service Charges charges for each calendar month within thirty (30) days following the end of such month, provided that any failure by SGI to provide an invoice within such time period shall not relieve the party receiving such Service Company of its obligation to pay an invoice received after such date. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below, the party receiving such Service The Company shall pay within thirty (30) days following its receipt of any invoice from SGI pursuant to paragraph (a), by wire transfer of immediately available funds payable to the order of SGI and without set off, all amounts invoiced by SGI during the preceding calendar month. If the Company fails to pay any monthly payment within 30 days following its receipt of any invoice from SGI pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party Company shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount at the prime interest rate announced by [__________] plus 2% per annum compounded monthly for the period such amount remains unpaid. (c) In the event of a dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Company shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service SGI within 10 Business Days ten (10) business days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoiceCompany. The party providing the Service SGI shall provide to the party receiving the ServiceCompany, or shall cause its Subsidiaries subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing As soon as practicable after the end of each Service shall month, each Party will invoice the party receiving other Party for the applicable Service Costs on a monthly basis, in arrears, for the prior month just ended. The invoice shall set forth in reasonable detail for the period covered by such invoice (i) the Services rendered, (ii) the Service for all Service Charges Costs for each calendar month within type of Service provided and (iii) such additional information as reasonably requested (b) Each Party agrees to pay all of the Service Costs on or before thirty (30) days following after the end date on which an invoice for Service Costs is delivered to such Party (the "Payment Date") by check or wire transfer of such month, immediately available funds; provided that any failure the Parties may agree to provide an invoice within such time period shall not relieve a net amount owed by one Party to the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of the Services performed. (b) Subject to Section 3.02(c) below, the party receiving such Service shall pay within 30 days following its receipt of any invoice pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar monthother. If the party receiving such Service a Party fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a)on or before the Payment Date, such party Party shall be obligated to pay, in addition to the amount indicated in due pursuant to such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount at the prime rate published in The Wall Street Journal (as of the applicable Payment Date) plus two percent (2%) per annum, compounded monthly from the relevant Payment Date through the date of payment ("Additional Interest"); provided that if the Parties agree to a net amount owed by one Party to the other with respect to Service Costs in any monthly period, the Party to whom such net amount is owed shall not be liable for Additional Interest. Unless otherwise agreed in writing between the period such amount remains unpaidParties, all payments made pursuant to this Agreement shall be made in U.S. dollars. (c) In Notwithstanding the foregoing, if a Party in good faith disputes any invoiced charge, payment of such charge shall be made only after mutual resolution of such dispute. Each Party agrees to notify the other Party promptly, and in no event of a dispute as to later than the propriety relevant Payment Date, of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service disputed charge. Additional Interest shall pay all undisputed amounts, but shall be entitled to withhold payment of not accrue on any amount in dispute (and no default shall not be obligated to pay interest on alleged until after the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptlyrelevant Payment Date. (d) Any invoice or payment not disputed in writing by either party within 180 days During the term of this Agreement, each Party shall keep such invoice or paymentbooks, records and accounts as are reasonably necessary to verify the calculation of the fees and related expense for Services provided hereunder. Each Party shall provide documentation supporting any amounts invoiced pursuant to this Section 3.02 as the case other Party may befrom time to time reasonably request. Each Party shall have the right to review such books, shall be considered final records and no longer subject accounts at any time during normal business hours upon reasonable written notice, and each Party agrees to adjustmentconduct any such review in a manner so as not to unreasonably interfere with the other Party's normal business operations.

Invoicing and Settlement of Costs. (a) The party providing each Service SPX shall invoice the party receiving the Service Company for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure by SPX to provide an invoice within such time period shall not relieve the party receiving such Service Company of its obligation to pay an invoice received after such date. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below, the party receiving such Service Company shall pay within 30 thirty (30) days following its receipt of any invoice from SPX pursuant to paragraph (a), without set-off, all amounts invoiced by SPX during the preceding calendar month. If the party receiving such Service Company fails to pay any monthly payment within 60 thirty (30) days following its receipt of any invoice from SPX pursuant to paragraph (a), such party shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for the period such amount remains unpaid.Company shall (c) In the event of a dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Company shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service SPX within 10 Business Days ten (10) business days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the ServiceCompany, provided that the failure to so notify the party providing the Service SPX within such time period shall not prevent the party receiving the Service Company from disputing such invoice. The party providing the Service SPX shall provide to the party receiving the ServiceCompany, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any Notwithstanding the foregoing, any invoice or payment not disputed in writing by either party within 180 thirty (30) days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing each Service Cabot shall invoice the party receiving the Service CMC for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure by Cabot to provide an invoice within such time period shall not relieve the party receiving such Service CMC of its obligation to pay an invoice received after such date. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below, the party receiving such Service CMC shall pay within 30 thirty (30) days following its receipt of any invoice from Cabot pursuant to paragraph (a), without set-off, all amounts invoiced by Cabot during the preceding calendar month. If the party receiving such Service CMC fails to pay any monthly payment within 60 sixty (60) days following its receipt of any invoice from Cabot pursuant to paragraph (a), such party CMC shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount at the prime interest rate as published in the Wall Street Journal plus 1% per annum compounded monthly for the period such amount remains unpaid. (c) In the event of a dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service CMC shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service Cabot within 10 Business Days ten (10) business days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly.disputed (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing During the Term of this Agreement, Supplier shall deliver to the Recipient Representative each Service shall invoice the party receiving the Service for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure to provide an invoice within such time period shall not relieve the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description in respect of the Services performedprovided to the Recipients and any costs incurred in connection with such Services during the previous month, such invoice to include any pass through costs incurred by Supplier and its Affiliates. Such invoices shall list the fee for the Services rendered and set forth in reasonable detail the basis for the allocation of such fees to the Recipients. The invoice shall state the amount due in respect of the Services provided during the previous month and shall be a valid tax invoice for VAT purposes. (b) Subject to Section 3.02(c) below, the party receiving such Service The Recipient Representative shall pay within 30 days following its receipt of any invoice pursuant to paragraph (a)Supplier, without set-offto such account as may be specified in writing by Supplier from time to time, all amounts invoiced during not disputed in good faith and specified in such invoice on or before the preceding calendar month. If forty-fifth (45th ) day following the party receiving such Service fails to pay any monthly payment within 60 days following its date of receipt of any invoice pursuant to paragraph (a), such party shall pay, in addition to the amount indicated in such relevant invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for the period such amount remains unpaid. (ci) In the event of a good faith dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Recipient Representative shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from Supplier promptly following receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the ServiceRecipient Representative. (ii) Upon delivery of such notice, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties Supplier and Recipient Representative shall use reasonable commercial efforts to resolve any such dispute promptly. (diii) Any invoice If the matter has not been resolved within thirty (30) days after the delivery of notice referenced in clause (i) above, then the matter shall be referred to (A) for Supplier, Xxxxxxx Xxxxx, Vice President Alliance Management and (B) for Recipient Representative, the Chief Financial Officer. The foregoing representatives of the Parties, or payment their designees, shall use reasonable commercial efforts to resolve such dispute promptly. (iv) If the matter has not disputed been resolved within thirty (30) days (or such longer period as may be agreed in writing by either party within 180 days the Parties) of being referred under clause (iii) above then the Parties may initiate formal legal proceedings with respect to such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustmentdispute.

Invoicing and Settlement of Costs. (a) The party providing each Service Provider shall invoice the party receiving the Service Recipient for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure by the Service Provider to provide an invoice within such time period shall not relieve the party receiving such Service Recipient of its obligation to pay an invoice received after such date. All invoices shall include reflect in reasonable detail a reasonably detailed description of the Services Service performed. (b) Subject to Section 3.02(c) below, the party receiving such The Service Recipient shall pay within thirty (30) days following its receipt of any invoice from the Service Provider pursuant to paragraph (a), by wire transfer of immediately available funds payable to the order of the Company and without set off (except as such parties may agree to set off mutual obligations), all amounts invoiced by the Service Provider during the preceding calendar month. If the Service Recipient fails to pay any monthly payment within 30 days following its receipt of any invoice from the Service Provider pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party Recipient shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount at the prime interest rate announced by Bank One Corporation plus 2% per annum compounded monthly for the period such amount remains unpaid. (c) In the event of a bona fide dispute as to the propriety of any the amount invoiced pursuant to paragraph (a) aboveinvoiced, the party receiving the Service Recipient shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service Provider within 10 Business Days ten (10) business days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is its disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoiceRecipient. The party providing the Service Provider shall provide to the party receiving the ServiceService Recipient, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 90 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing each Service Medarex shall invoice the party receiving the Service Celldex for all Service Charges for each calendar month quarter within thirty sixty (3060) days following the end of such monthcalendar quarter; provided, provided that any failure to provide an invoice within such time period shall not relieve the party receiving such Service Celldex of its obligation to pay any amount not disputed in good faith under an invoice received after such date, so long as such invoice is received not later than six (6) months following the provision of the relevant Service. All invoices shall include a reasonably detailed description of the Services performed.covered by the invoice, including by reference to the appropriate sequentially numbered Exhibit C. (b) Medarex shall be responsible for the payment of all third party providers with whom it has contracted in relation to this Agreement, and for all salaries, benefits, taxes, fees and other liabilities in connection with Medarex's employees and independent contractors. Copies of all invoices from any such third party providers, redacted by Medarex to remove information and data unrelated to the Services provided to Celldex, shall be included with the quarterly invoices provided to Celldex pursuant to Section 2.2(a). For clarity, Medarex shall indemnify, defend and hold harmless Celldex from and against Medarex's failure to make payment to third party providers or Medarex's employees as required by this Section 2.2(b), which indemnification shall be governed by Section 3.1. (c) Subject to Section 3.02(c) below2.2(d), the party receiving such Service Celldex shall pay within 30 thirty (30) days following its receipt of any invoice pursuant to paragraph (aSection 2.2(a), without set-offsetoff, all amounts invoiced during the preceding calendar monthquarter and not disputed in good faith. If the party receiving such Service Celldex fails to pay any monthly undisputed amount of any quarterly payment within 60 sixty (60) days following its receipt of any invoice pursuant to paragraph (aSection 2.2(a), such party Celldex shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for at the rate of the lesser of one and one half percent (11/2%) per month, or the maximum permitted under applicable law, during the period such amount remains unpaid. (cd) In the event of a dispute as to the propriety of any amount invoiced pursuant to paragraph (a) aboveSection 2.2(a), the party receiving the Service Celldex shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute dispute. Celldex shall notify Medarex within thirty (and shall not be obligated to pay interest on the amount so withheld30) and shall endeavor to notify the party providing the Service within 10 Business Days days from receipt of any invoice as to any disputed invoice amounts. Any notice of dispute by Celldex shall specify the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period Celldex. Medarex shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, thereafter make available for review by Celldex records relating to the disputed amount so as to enable the parties to resolve the dispute. In the event that the resolution of such dispute obligates Celldex to pay all or part of the disputed amount, then Celldex shall make such payment of the amounts withheld within seven (7) business days of such resolution. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.

Invoicing and Settlement of Costs. (a) The party providing each Service shall invoice the party receiving the Service for all Service Charges for each calendar month within thirty (30) days following the end of such month, provided that any failure to provide an invoice within such time period shall not relieve the party receiving such Service of its obligation to pay an invoice received after such date. All invoices shall include a reasonably detailed description of the Services performed. (b) Subject to Section 3.02(c) below, the party receiving such Service shall pay within 30 days following its receipt of any invoice pursuant to paragraph (a), without set-off, all amounts invoiced during the preceding calendar month. If the party receiving such Service fails to pay any undisputed monthly payment within 60 days following its receipt of any invoice pursuant to paragraph (a), such party shall pay, in addition to the amount indicated in such invoice, a rate of interest equal to the LIBOR Rate plus 200 basis points per annum on such amount for the period such amount remains unpaid. (c) In the event of a dispute as to the propriety of any amount invoiced pursuant to paragraph (a) above, the party receiving the Service shall pay all undisputed amounts, but shall be entitled to withhold payment of any amount in dispute (and shall not be obligated to pay interest on the amount so withheld) and shall endeavor to notify the party providing the Service within 10 Business Days from receipt of any disputed invoice of the disputed amount and the reasons each such charge is disputed by the party receiving the Service, provided that the failure to so notify the party providing the Service within such time period shall not prevent the party receiving the Service from disputing such invoice. The party providing the Service shall provide to the party receiving the Service, or shall cause its Subsidiaries to so provide, records relating to the disputed amount so as to enable the parties to resolve the dispute. The parties shall use reasonable efforts to resolve any such dispute promptly. (d) Any invoice or payment not disputed in writing by either party within 180 days of such invoice or payment, as the case may be, shall be considered final and no longer subject to adjustment.