Common use of Invoicing and Settlement of Costs Clause in Contracts

Invoicing and Settlement of Costs. (a) Service Provider shall invoice or notify Company in writing on at least a monthly basis of Service Costs incurred; provided, however, that the failure of the Service Provider to deliver an invoice or other notification of Service Costs incurred shall not constitute a waiver of such Service Costs. In connection with the invoicing described in this Section, Service Provider shall, if requested and upon not less than 20 Business Days’ prior notice (unless such notice is waived by the parties), provide to Company detailed billing data reasonably requested by Company to verify the Service Costs. Service Provider shall have the right, but not the obligation, to invoice or otherwise notify Company in accordance with the foregoing procedures of an estimate of the aggregate Service Costs for a particular fiscal year (or other period) of Service Provider prior to expiration of such fiscal year (or other period). (b) As to any Service Cost, Service Provider may subdivide and require payment of such Service Cost (in advance of Service Provider’s own payment of the underlying cost for such Service) into an estimated monthly (or other) payment (a “Periodic Payment”), based upon the reasonably estimated or actual annualized Service Costs. In circumstances where an estimate is used, Company shall be obligated to pay Service Provider based upon such estimate. Any difference between actual Service Costs and estimated Services Costs shall be netted against or added to Service Costs for the succeeding period. (c) Company will pay the applicable Service Costs set forth in an invoice or notification pursuant to Section 3.02(a) to Service Provider within 15 days after the date (each, a “Payment Date”) on which Service Provider delivers such invoice or notification (or the next Business Day, if such day is not a Business Day). Such payment shall be made by, at Service Provider’s election: (i) wire transfer or by other means of providing immediately available funds payable to the order of Service Provider; or (ii) by check drawn on a United States financial institution. (d) To the extent requested by Service Provider, Service Provider may elect that Company directly pay, within 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 to any third party vendor in relation to any Service provided hereunder. If Company fails to pay any such amount due in a timely manner and Service Provider becomes liable for such amount, Company shall be obligated to pay Service Provider the full amount due plus any interest or penalties due on such amount and any delinquency or other fees accrued.