Common use of Invoicing and Settlement of Costs Clause in Contracts

Invoicing and Settlement of Costs. (a) Seller shall invoice the Company for all Service Costs and other costs and expenses for which the Company is liable pursuant to this Agreement on a monthly basis. Each such invoice shall be sent following the end of the applicable calendar month within 30 days following the end of such calendar month. Each such invoice shall be in a format and contain a level of detail reasonably sufficient under the circumstances to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable to the Company and Seller. Service Costs will be equitably prorated if the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar month. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company agrees to pay on or before thirty (30) days after the date on which it receives an invoice delivered pursuant to Section 3.05(a) (each, a "PAYMENT DATE") the amount set forth in such invoice, to the extent not disputed by the Company in good faith, by wire transfer of immediately available funds payable to the order of Seller. If the Company fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following the relevant Payment Date, the Company shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate from the relevant Payment Date through the date of payment. Notwithstanding the foregoing, the Company may withhold payments (other than (i) for failure to provide a Service or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless in the case of (ii) and (iii) such items are themselves subject to dispute in good faith) for amounts in excess of $25,000, disputed in good faith payable under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount is paid at a rate equal to the Prime Rate. (d) The parties shall reasonably cooperate with each other, and with such third parties as may be applicable, (i) to determine which expenses for Pass Through Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable parties. In the event that such direct billing shall take place, the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company to pay any such direct bills; (B) Seller shall not be responsible or liable for any failure to deliver the Services, or any part or portion thereof, if such failure is attributable to or caused by any failure by the Company to pay any such direct bills; and (C) any failure by the Company to pay any such direct bills shall be considered a breach of this Agreement.

Invoicing and Settlement of Costs. (a) Seller shall ASI will invoice Logility for the Company for all Service Costs and other costs and expenses for which the Company is liable pursuant to this Agreement on a monthly basis. Each such invoice shall be sent following the end of the applicable calendar month within 30 days following the end of such calendar month. Each such invoice shall be , in arrears, either directly or through an intracompany billing system, in a format manner substantially consistent with the billing practices used in connection with services provided to the Logility Entities prior to the Closing Date (except as otherwise agreed). In connection with the invoicing described in this Section 3.06(a), ASI will provide to Logility the same billing data and contain a level of detail as it customarily provides to other businesses and Subsidiaries operated by ASI and such other data as may be reasonably sufficient under the circumstances to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable to the Company and Seller. Service Costs will be equitably prorated if the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar monthrequested by Logility. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company Logility agrees to pay on or before within thirty (30) days after the each date on which it receives an invoice delivered pursuant to Section 3.05(a) ASI invoices Logility for the Service Costs (each, a "PAYMENT DATEPayment Date") the amount set forth in such invoice), at ASI's option upon reasonable notice to the extent not disputed Logility, through ASI's intracompany billing system, cash management systems, or, if requested by the Company in good faithASI, by wire transfer of immediately available funds payable to the order of SellerASI, and in any event without set off, defense, or demand, all amounts invoiced by ASI pursuant to paragraph (a) above during the preceding calendar month (or since the Closing Date. in the case of the first Payment Date). If the Company Logility fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following 30) days of the relevant Payment Date, the Company Logility shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate from the relevant Payment Date through the date a rate of payment. Notwithstanding the foregoing, the Company may withhold payments one percent (other than 1%) per month. (ic) for failure to provide a Service or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless Except as otherwise provided in the case Schedules or agreed in writing by the parties, Logility shall take such action as is necessary to establish bank accounts (to be funded by Logility) or to otherwise fund all wage and salary payments to Logility employees and to fund all medical, retirement, and other benefit claims payable to or on behalf of Logility employees and their dependents to the extent not covered by third party insurance. Payroll services and benefit claims processing activities performed by ASI or ASI's subcontractors shall be coordinated to facilitate payments. Following prior written notice of not less than fifteen (ii15) business days, ASI shall be relieved of any obligation to deliver benefit and (iii) such items are themselves subject to dispute in good faith) for amounts in excess of $25,000, disputed in good faith payable payroll services under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount is paid at a rate equal to the Prime Rate. (d) The parties shall reasonably cooperate with each other, and with such third parties as may be applicable, (i) to determine which expenses for Pass Through Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable parties. In the event extent that such direct billing shall take place, bank accounts or other funding arrangements are not established at the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable time drafts are presented for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company to pay any such direct bills; (B) Seller shall not be responsible or liable for any failure to deliver the Servicespayment, or at any part time when there are insufficient funds in the relevant account or portion thereof, if such failure is attributable other arrangements fail to or caused by any failure by the Company to pay any such direct bills; and (C) any failure by the Company to pay any such direct bills shall be considered satisfy a breach of this Agreementproperly presented claim.

Invoicing and Settlement of Costs. (a) Seller shall The Limited --------------------------------- will invoice the Company for all Service Costs and other costs and expenses for which the Company is liable pursuant to this Agreement or notify Abercrombie & Fitch on a monthly basis. Each such invoice shall be sent following basis (not later than the end fifth day of each month), either directly or through The Limited's intracompany billing system, in a manner substantially consistent with the billing practices used in connection with services provided to the Abercrombie & Fitch Entities prior to the Closing Date (except as otherwise agreed), of the applicable calendar month within 30 days following Service Costs. In connection with the end of such calendar month. Each such invoice shall be invoicing described in a format this Section 3.07(a), The Limited will provide to Abercrombie & Fitch the same billing data and contain a level of detail reasonably sufficient under the circumstances to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable as it customarily provided to the Company and Seller. Service Costs will be equitably prorated if Abercrombie & Fitch Entities prior to the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar monthand as it customarily provides to other businesses operated by The Limited and such other data as may be reasonably requested by Abercrombie & Fitch. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company Abercrombie & Fitch agrees to pay on or before thirty (30) 30 days after the date on which it receives an invoice delivered pursuant to Section 3.05(aThe Limited invoices or notifies Abercrombie & Fitch of the Service Costs after the Closing Date (or the next Business Day, if such day is not a Business Day) (each, a "PAYMENT DATEPayment Date") the amount set forth in such invoice), at The Limited's option upon reasonable notice to the extent not disputed Abercrombie & Fitch, through The Limited's intra-company billing system, cash management systems, or, if requested by the Company in good faithThe Limited, by wire transfer of immediately available funds payable to the order of SellerThe Limited and without set off, all amounts invoiced by The Limited pursuant to paragraph (a) during the preceding calendar month (or since the Closing Date, in the case of the first Payment Date). If the Company Abercrombie & Fitch fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following 90 days of the relevant Payment Date, the Company Abercrombie & Fitch shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate prime, or best rate announced by Banc One Corp. plus 3% per annum compounded monthly from the relevant Payment Date through the date of payment. Notwithstanding the foregoing, the Company may withhold payments . (other than (ic) for failure to provide a Service or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless Except as otherwise provided in the case Schedules or agreed in writing by the parties, Abercrombie & Fitch shall take such action as is necessary to establish bank accounts (to be funded by Abercrombie & Fitch) or to otherwise fund all wage and salary payments to Abercrombie & Fitch associates and to fund all medical, retirement and other benefit claims payable to or on behalf of (ii) Abercrombie & Fitch associates and (iii) such items are themselves subject their dependents to dispute in good faith) for amounts in excess the extent not covered by third party insurance. Payroll services and benefit claims processing activities performed by The Limited or The Limited's subcontractors shall be coordinated to facilitate payments. Following prior written notice of $25,000not less than 15 business days, disputed in good faith payable The Limited shall be relieved of any obligation to deliver benefit and payroll services under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount is paid at a rate equal to the Prime Rate. (d) The parties shall reasonably cooperate with each other, and with such third parties as may be applicable, (i) to determine which expenses for Pass Through Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable parties. In the event extent that such direct billing shall take place, bank accounts or other funding arrangements are not established at the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable time drafts are presented for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company to pay any such direct bills; (B) Seller shall not be responsible or liable for any failure to deliver the Servicespayment, or at any part time when there are insufficient funds in the relevant account or portion thereof, if such failure is attributable other arrangements fail to or caused by any failure by the Company to pay any such direct bills; and (C) any failure by the Company to pay any such direct bills shall be considered satisfy a breach of this Agreementproperly presented claim.

Invoicing and Settlement of Costs. (a) Seller Pitney Xxxxx shall invoice or notify in writing the Company for all Service Costs and other costs and expenses for which the Company is liable pursuant to this Agreement Chief Financial Officer of Imagistics on a monthly basis. Each such invoice shall be sent following basis (not later than the end tenth day of each month), in a manner substantially consistent with the billing practices used in connection with services provided to the Imagistics Group prior to the Distribution Date (except as otherwise agreed), of the applicable calendar month within 30 days following Service Costs. In connection with the end of such calendar month. Each such invoice invoicing described in this Section 3.04(a), Pitney Xxxxx shall be in a format provide to Imagistics the same billing data and contain a level of detail reasonably sufficient under the circumstances to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable as it customarily provided to the Company Imagistics Group prior to the Distribution Date and Seller. Service Costs will such other data as may be equitably prorated if the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar monthreasonably requested by Imagistics. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company Imagistics agrees to pay on or before thirty (30) 30 days after the date on which it receives an invoice delivered pursuant to Section 3.05(aPitney Xxxxx invoices or notifies Imagistics of the Service Costs (or the next Business Day, if such day is not a Business Day) (each, a "PAYMENT DATEPayment Date") the amount set forth in such invoice, to the extent not disputed by the Company in good faith, by wire transfer of immediately available funds payable to the order of SellerPitney Xxxxx all amounts invoiced by Pitney Xxxxx pursuant to Section 3.04(a) during the preceding calendar month. If the Company Imagistics fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following 30 days of the relevant Payment Date, the Company Imagistics shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate prime, or best, rate (as quoted from time to time in the Wall Street Journal) compounded monthly from the relevant Payment Date through the date of payment. Notwithstanding the foregoing, the Company may withhold payments (other than (i) for failure to provide a Service or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless in the case of (ii) and (iii) such items are themselves subject to dispute in good faith) for amounts in excess of $25,000, disputed in good faith payable under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount is paid at a rate equal to the Prime Rate. (dc) The parties shall reasonably cooperate with each other, and with such Imagistics agrees to pay on or before 30 days after the date on which it is invoiced or otherwise notified (or on or before any other due date previously established) any amount owed by Imagistics to any third parties as may be applicable, (i) party vendor in relation to determine which expenses for Pass Through any Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable partiesprovided hereunder. In the event that such direct billing shall take place, the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company Imagistics fails to pay any such direct bills; (B) Seller shall not be responsible or amount due in a timely manner and Pitney Xxxxx becomes liable for any failure to deliver the Servicessuch amount, or any part or portion thereof, if such failure is attributable to or caused by any failure by the Company to Pitney Xxxxx may pay any such direct bills; amount to any vendor and (C) any failure by the Company Imagistics shall be obligated to pay Pitney Xxxxx the full amount due plus any interest due on such direct bills shall be considered a breach of this Agreementamount and any delinquency or other fees accrued.

Invoicing and Settlement of Costs. (a) Seller Each Billing Party shall invoice or notify the Company for all Service Costs and other costs and expenses for which Chief Executive Officer or Chief Financial Officer of the Company is liable pursuant to this Agreement Receiving Party on a monthly basis. Each such invoice shall be sent following basis (not later than the end 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 (except as otherwise agreed), of the applicable calendar month within 30 days following Service Costs related to services performed or procured by the end of such Billing Party during the prior calendar month. Each such invoice As used herein, “Service Costs” means the 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 be in a format provide to the Receiving Party the same billing data and contain a level of detail reasonably sufficient under the circumstances as customarily or similar to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable provided to the Company Receiving Party prior to the Offering Date and Seller. Service Costs will such other related data as may be equitably prorated if reasonably requested by the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar monthReceiving Party. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company Receiving Party agrees to pay to the Billing Party, on or before thirty (30) days the 30th day after the date on which it receives the Billing Party delivers to the Receiving Party an invoice delivered pursuant to Section 3.05(aor notice of Service Costs (or the next Business Day, if such 30th day is not a Business Day) (each, a "PAYMENT DATE") the amount set forth in such invoice, to the extent not disputed by the Company in good faith“Payment Date”), by wire transfer of immediately available funds payable to the order of Sellerthe Billing Party, all amounts so invoiced or noticed by the Billing Party pursuant to Section 3.06(a). If the Company Receiving Party fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following 30 days of the relevant Payment Date, the Company Receiving Party shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate prime, or best, rate announced by National City Bank, compounded monthly from the relevant Payment Date through the date of payment. Notwithstanding the foregoingPayment can be made via check, the Company may withhold payments (other than (i) for failure to provide a Service ACH or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless in the case of (ii) wire and (iii) such items are themselves subject to dispute in good faith) for amounts in excess of $25,000, disputed in good faith payable under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount offsetting is paid at a rate equal to the Prime Ratenot permitted. (d) The parties shall reasonably cooperate with each other, and with such third parties as may be applicable, (i) to determine which expenses for Pass Through Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable parties. In the event that such direct billing shall take place, the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company to pay any such direct bills; (B) Seller shall not be responsible or liable for any failure to deliver the Services, or any part or portion thereof, if such failure is attributable to or caused by any failure by the Company to pay any such direct bills; and (C) any failure by the Company to pay any such direct bills shall be considered a breach of this Agreement.

Invoicing and Settlement of Costs. (a) Seller Pitney Xxxxx shall invoice or notify in writing the Company for all Service Costs and other costs and expenses for which the Company is liable pursuant to this Agreement Chief Financial Officer of Office Systems on a monthly basis. Each such invoice shall be sent following basis (not later than the end tenth day of each month), in a manner substantially consistent with the billing practices used in connection with services provided to the Office Systems Group prior to the Distribution Date (except as otherwise agreed), of the applicable calendar month within 30 days following Service Costs. In connection with the end of such calendar month. Each such invoice invoicing described in this Section 3.04, Pitney Xxxxx shall be in a format provide to Office Systems the same billing data and contain a level of detail reasonably sufficient under the circumstances to identify the Services and costs and expenses that are the subject of such invoice and in a form reasonably acceptable as it customarily provided to the Company Office Systems Group prior to the Distribution Date and Seller. Service Costs will such other data as may be equitably prorated if the Closing Date or the date on which a Service is terminated is not the first calendar day or the last calendar day, respectively, of a calendar monthreasonably requested by Office Systems. (b) Upon the Company's good faith dispute of a xxxx (or portion thereof, as applicable) for Service Costs or Pass Through Costs submitted to the Company for payment, Seller shall provide to the Company, as reasonably requested by the Company, such additional documentation as is reasonably necessary to substantiate, and to explain Seller's methodology in calculating, such Service Costs or Pass Through Costs. (c) The Company Office Systems agrees to pay on or before thirty (30) 30 days after the date on which it receives an invoice delivered pursuant to Section 3.05(aPitney Xxxxx invoices or notifies Office Systems of the Service Costs (or the next Business Day, if such day is not a Business Day) (each, a "PAYMENT DATEPayment Date") the amount set forth in such invoice, to the extent not disputed by the Company in good faith, by wire transfer of immediately available funds payable to the order of SellerPitney Xxxxx all amounts invoiced by Pitney Xxxxx pursuant to Section 3.04(a) during the preceding calendar month. If the Company Office Systems fails to pay any undisputed amount of a monthly payment within such thirty (30)-day period following 30 days of the relevant Payment Date, the Company Office Systems shall be obligated to pay, in addition to the amount due on such Payment Date, simple interest on such undisputed amount at the Prime Rate prime, or best, rate (as quoted from time to time in the Wall Street Journal) compounded monthly from the relevant Payment Date through the date of payment. Notwithstanding the foregoing, the Company may withhold payments (other than (i) for failure to provide a Service or non-compliance with any Service Standards (which are governed by Section 2.04), (ii) Pass Through Service Costs, or (iii) with respect to Taxes, unless in the case of (ii) and (iii) such items are themselves subject to dispute in good faith) for amounts in excess of $25,000, disputed in good faith payable under this Agreement beyond the applicable Payment Date; PROVIDED that as concerns those portions of the disputed and withheld amounts which are determined (either via the dispute resolution provisions of Section 8.12, and if unsuccessful, via the arbitration provisions of Section 8.12), to be properly billed and owed to Seller, each such amount shall bear interest from the Payment Date to and including the date such amount is paid at a rate equal to the Prime Rate. (dc) The parties shall reasonably cooperate with each other, and with such Office Systems agrees to pay on or before 30 days after the date on which it is invoiced or otherwise notified (or on or before any other due date previously established) any amount owed by Office Systems to any third parties as may be applicable, (i) party vendor in relation to determine which expenses for Pass Through any Service Costs may be billed directly from the provider thereof to the Company and (ii) to arrange for such direct billing during the Service Term under terms and conditions reasonably acceptable to all applicable partiesprovided hereunder. In the event that such direct billing shall take place, the Company agrees to pay such direct bills in accordance with the terms applicable thereto, and (A) Seller and its Affiliates shall not be responsible or liable for any loss, cost, claim, damage or 18 expense caused by or attributable to any failure by the Company Office Systems fails to pay any such direct bills; (B) Seller shall not be responsible or amount due in a timely manner and Pitney Xxxxx becomes liable for any failure to deliver the Servicessuch amount, or any part or portion thereof, if such failure is attributable to or caused by any failure by the Company to Pitney Xxxxx may pay any such direct bills; amount to any vendor and (C) any failure by the Company Office Systems shall be obligated to pay Pitney Xxxxx the full amount due plus any interest due on such direct bills shall be considered a breach of this Agreementamount and any delinquency or other fees accrued.