Common use of Invoicing and Settlement of Costs Clause in Contracts

Invoicing and Settlement of Costs. (a) Limited Brands shall (or shall cause one or more of the Limited Entities to) invoice the Chief Financial Officer of the Company on a monthly basis (not later than the fifteenth day of the following month), for the Service Costs (including, without limitation, invoices for Disengagement Costs as contemplated by Sections 5.01 and 5.03(a)(3) hereof) incurred in the prior month, and will provide to the Company the same billing data and level of detail as Limited Brands customarily provides to the other businesses operated by Limited Brands and such other supporting data, particularly in connection with Disengagement Costs, as the Company may reasonably request. Limited Brands shall use its commercially reasonable efforts to cause invoices to be presented to the Company on the schedule set forth in this Article 3, but no delay in presentation of an invoice shall affect the Company’s obligation to pay the full amount of such invoice, when presented, on the terms set forth herein. (b) Except as provided in Section 3.09(c) or as specifically provided elsewhere in this Agreement or in any Schedule hereto, the Company agrees to pay on or before 30 days after the date on which Limited Brands invoices the Company for the Service Costs, all amounts invoiced by Limited Brands pursuant to Section 3.09(a). Such payments shall be made by the Company by wire transfer of immediately available funds to an account designated by Limited Brands. (c) Subject to Section 3.08(c), the Company shall pay Limited Brands by wire transfer or other methods mutually agreeable to the parties, all amounts with respect to Capital Investments within 10 Business Days of the date on which Limited Brands invoices the Company for such Capital Investments (either in whole or in part). Limited Brands shall be under no obligation to make any Capital Investment before receipt of the Company’s advance payment for such expenditure. (d) If the Company fails to pay the full amount of any invoice under this Agreement within 15 days of the relevant payment due date, the Company shall be obligated to pay, in addition to the amount due on such payment due date, interest on such amount at the greater of (1) 12% or (2) the Reference Rate plus 5%, in each, case per annum compounded monthly from the relevant payment due date through the date of payment; provided that such interest rate shall not exceed the maximum rate permitted by applicable law. All payments made shall be applied first to unpaid interest and then to amounts invoiced but unpaid. If the Company fails to pay the full amount of any invoice within 30 days of the relevant payment due date, such failure shall be considered a material breach of this Agreement, and to the extent the aggregate amount of such overdue unpaid invoices exceeds $250,000, Limited Brands may, after 10 days’ prior notice to the Company of its election to suspend, without liability suspend its obligations hereunder to provide any and/or all Services to the Company until such time as such invoices have been paid in full. (e) For certain Services, Service Costs may be invoiced to the Company on an estimated basis. In such cases the method of estimation will be reasonably determined by Limited Brands and will be made available to the Company. Any estimated costs invoiced pursuant to this Section 3.09(e) shall be invoiced and paid pursuant to the procedures set forth in this Section 3.09. At such point in time as the actual costs for any Services previously invoiced on an estimated basis are determined, Limited Brands will notify the Company of such actual costs (and provide reasonable supporting documentation therefor) and will notify the Company if any adjustment is necessary to reimburse one party for any difference between the actual and estimated costs. If in any case (1) an adjustment is necessary in favor of the Company, Limited Brands will reimburse the Company for the amount of such adjustment at the time such notice is given and (2) an adjustment is necessary in favor of Limited Brands, Limited Brands will provide an invoice to the Company therefor and the Company shall reimburse Limited Brands for the amount of such adjustment no later than 30 days after receipt of such invoice. Limited Brands shall have the right to notify the Company of such adjustment and, as applicable, to receive payment from the Company or make payment to the Company for the amount of such difference, whether or not such notification and adjustment is made with respect to any Limited Entity receiving comparable services.

Invoicing and Settlement of Costs. (a) Limited Brands shall (or shall cause one or more of the Limited Entities to) invoice the Chief Financial Officer of the Company on a monthly basis (not later than the fifteenth day of the following month), for the Service Costs (including, without limitation, invoices for Disengagement Costs as contemplated by Sections 5.01 and 5.03(a)(3) hereof) incurred in the prior month, and will provide to the Company the same billing data and level of detail as Limited Brands customarily provides to the other businesses operated by Limited Brands and such other supporting data, particularly in connection with Disengagement Costs, as the Company may reasonably request. Limited Brands shall use its commercially reasonable efforts to cause invoices to be presented to the Company on the schedule set forth in this Article 3, but no delay in presentation of an invoice shall affect the Company’s obligation to pay the full amount of such invoice, when presented, on the terms set forth herein. (b) Except as provided in Section 3.09(c3.09(e) or as specifically provided elsewhere in this Agreement or in any Schedule hereto, the Company agrees to pay on or before 30 days after the date on which Limited Brands invoices the Company for the Service Costs, all amounts invoiced by Limited Brands pursuant to Section 3.09(a). Such payments shall be made by the Company by wire transfer of immediately available funds to an account designated by Limited Brands. (c) Subject to Section 3.08(c), the Company shall pay Limited Brands by wire transfer or other methods mutually agreeable to the parties, all amounts with respect to Capital Investments within 10 Business Days of the date on which Limited Brands invoices the Company for such Capital Investments (either in whole or in part). Limited Brands shall be under no obligation to make any Capital Investment before receipt of the Company’s advance payment for such expenditure. (d) If the Company fails to pay the full amount of any invoice under this Agreement within 15 days of the relevant payment due date, the Company shall be obligated to pay, in addition to the amount due on such payment due date, interest on such amount at the greater of (1) 12% or (2) the Reference Rate plus 5%, in each, each case per annum compounded monthly from the relevant payment due date through the date of payment; provided that such interest rate shall not exceed the maximum rate permitted by applicable law. All payments made shall be applied first to unpaid interest and then to amounts invoiced but unpaid. If the Company fails to pay the full amount of any invoice within 30 days of the relevant payment due date, such failure shall be considered a material breach of this Agreement, and to the extent the aggregate amount of such overdue unpaid invoices exceeds $250,000, Limited Brands may, after 10 days’ prior notice to the Company of its election to suspend, without liability suspend its obligations hereunder to provide any and/or all Services to the Company until such time as such invoices have been paid in full. (e) For certain Services, Service Costs may be invoiced to the Company on an estimated basis. In such cases the method of estimation will be reasonably determined by Limited Brands and will be made available to the Company. Any estimated costs invoiced pursuant to this Section 3.09(e) shall be invoiced and paid pursuant to the procedures set forth in this Section 3.09. At such point in time as the actual costs for any Services previously invoiced on an estimated basis are determined, Limited Brands will notify the Company of such actual costs (and provide reasonable supporting documentation therefor) and will notify the Company if any adjustment is necessary to reimburse one party for any difference between the actual and estimated costs. If in any case (1) an adjustment is necessary in favor of the Company, Limited Brands will reimburse the Company for the amount of such adjustment at the time such notice is given and (2) an adjustment is necessary in favor of Limited Brands, Limited Brands will provide an invoice to the Company therefor and the Company shall reimburse Limited Brands for the amount of such adjustment no later than 30 days after receipt of such invoice. Limited Brands shall have the right to notify the Company of such adjustment and, as applicable, to receive payment from the Company or make payment to the Company for the amount of such difference, whether or not such notification and adjustment is made with respect to any Limited Entity receiving comparable services.

Invoicing and Settlement of Costs. (a) The Limited Brands shall (or shall cause one or more of the Limited Entities to) invoice the Chief Financial Officer of the Company Lane Xxxxxx on a monthly basis (not later than the fifteenth day of the following month), for the Service Costs (including, without limitation, invoices for Disengagement Costs as contemplated by Sections 5.01 and 5.03(a)(3) hereof) incurred in the prior month, and will provide to the Company Lane Xxxxxx the same billing data and level of detail as The Limited Brands customarily provides to the other businesses operated by The Limited Brands and such other supporting data, particularly in connection with Disengagement Costs, data as the Company may be reasonably requestrequested by Lane Xxxxxx. The Limited Brands shall use its commercially reasonable best efforts to cause invoices to be presented to the Company Lane Xxxxxx on the schedule set forth in this Article 3, but no delay in presentation of an invoice shall affect the Company’s Xxxx Xxxxxx'x obligation to pay the full amount of such invoice, when presented, invoice on the terms set forth herein. (b) Except as provided in Section 3.09(c3.08(d) or as specifically provided elsewhere in this Agreement or for in any Schedule hereto, the Company Lane Xxxxxx agrees to pay on or before 30 days after the date on which The Limited Brands invoices the Company for Lane Xxxxxx of the Service Costs, all amounts (other than amounts disputed in good faith by prior notice to The Limited) invoiced by The Limited Brands pursuant to Section 3.09(a3.08(a). Such payments shall be made by Lane Xxxxxx, at its option, through one of the Company following methods: (1) by check or (2) by wire transfer of immediately available funds payable to an account designated the order of The Limited. If any check payable to The Limited under this Agreement is not received by The Limited Brandswithin 5 days after date on which such payment was due, Lane Xxxxxx shall cancel such check and deliver to The Limited within two Business Days all such amounts due by wire transfer of immediately available funds. (c) Subject to Section 3.08(c3.07(c), the Company Lane Xxxxxx shall pay Limited Brands pay, by wire transfer check or other methods mutually agreeable to the parties, The Limited all amounts with respect to Capital Investments within 10 Business Days of the date on which The Limited Brands invoices the Company for Lane Xxxxxx of such Capital Investments (either in whole or in parton a percentage of completion basis). The Limited Brands shall be under no obligation to make any Capital Investment before receipt of the Company’s Xxxx Xxxxxx'x advance payment for such expenditure. (d) If the Company Lane Xxxxxx fails to pay the full amount of any invoice under this Agreement monthly payment within 15 days of the relevant payment due datedate (other than amounts disputed in good faith by prior notice to The Limited), the Company Lane Xxxxxx shall be obligated to pay, in addition to the amount due on such payment due date, interest on such amount at the greater of (1) 12% or and (2) the Reference Rate plus 5%, in each, each case per annum compounded monthly from the relevant payment due date through the date of payment; provided that such interest rate shall not exceed the maximum rate permitted by applicable law. All payments made shall be applied first to unpaid interest and then to amounts invoiced billed but unpaid. If the Company Lane Xxxxxx fails to pay the full amount of any invoice within 30 days of the relevant payment due date, such failure shall be considered a material breach of this Agreement, Agreement (except to the extent of any invoiced amounts reasonably disputed by Lane Xxxxxx in good faith) and to the extent the aggregate amount of such overdue unpaid invoices exceeds $250,00075,000, The Limited Brands may, after 10 days’ prior notice to the Company of its election to suspendwithout liability, without liability suspend its obligations hereunder to provide any and/or and all Services to the Company Lane Xxxxxx until such time as such invoices have been paid in fullfull (except to the extent of any invoiced amounts disputed by Lane Xxxxxx in good faith by prior notice to The Limited); provided, that this sentence may be invoked only after 30 days' prior notice to Lane Xxxxxx of the payment delinquency. (e) For certain Services, as reasonably deemed appropriate from time to time by the Limited Entities, Service Costs may be invoiced billed to the Company Lane Xxxxxx on an estimated basis. In such cases the method of estimation will be reasonably determined by The Limited Brands and will be made available to the CompanyLane Xxxxxx. Any estimated costs invoiced billed pursuant to this Section 3.09(e3.08(e) shall be invoiced and paid pursuant to the procedures set forth in this Section 3.093.08. At such point in time as the actual costs for any Services previously invoiced billed on an estimated basis are determined, The Limited Brands will notify the Company Lane Xxxxxx of such actual costs (and provide reasonable supporting documentation therefor) and will notify the Company Lane Xxxxxx if any adjustment is necessary to reimburse one party for any difference between the actual and estimated costs. If in any case (1) an adjustment is necessary in favor of the CompanyLane Xxxxxx, The Limited Brands will reimburse the Company Lane Xxxxxx for the amount of such adjustment at the time such notice is given and (2) an adjustment is necessary in favor of Limited BrandsThe Limited, Limited Brands will provide an invoice to the Company therefor and the Company Lane Xxxxxx shall reimburse The Limited Brands for the amount of such adjustment no later than 30 days after receipt of such invoicenotice. The Limited Brands shall have the right to notify the Company Lane Xxxxxx of such adjustment and, as applicable, to receive payment from the Company Lane Xxxxxx or make payment to the Company Lane Xxxxxx for the amount of such difference, whether or not such notification and adjustment is made with respect to any Limited Entity receiving comparable services. (f) Notwithstanding anything in this Agreement to the contrary, Lane Xxxxxx shall not offset amounts due or payable hereunder to The Limited with any amounts owing to Lane Xxxxxx or its Affiliates under this Agreement, the Stock Purchase Agreement or any other agreement or arrangement.

Invoicing and Settlement of Costs. (a) Except as otherwise expressly provided for in the Schedules attached hereto, Limited Brands shall (or shall cause one or more of the Limited Brands Entities to) invoice the Chief Financial Officer of the Company Buyer on a monthly basis (not later than the fifteenth day of the following month), for the Service Costs (including, without limitation, invoices for Disengagement Costs as contemplated by Sections 5.01 and 5.03(a)(3) hereof) incurred in the prior month, and will provide to the Company Buyer the same billing data and level of detail as Limited Brands customarily provides to the other businesses operated by Limited Brands and such other supporting datarelated data as may be reasonably requested by Buyer, particularly in connection including a breakdown of the costs associated with Disengagement Costs, as the Company may reasonably requesteach Service. Limited Brands shall use its commercially reasonable efforts to cause invoices to be presented to the Company Buyer on the schedule set forth in this Article 3, but no delay in presentation of an invoice shall affect the CompanyBuyer’s obligation to pay the full amount of such invoice, when presented, invoice on the terms set forth herein. (b) Except as provided in Section 3.09(c3.09(d) or as specifically provided elsewhere in this Agreement or for in any Schedule hereto, the Company Buyer agrees to pay on or before 30 days after the date on which Limited Brands invoices the Company Buyer for the Service Costs, all amounts invoiced by Limited Brands pursuant to Section 3.09(a). Such payments shall be made by Buyer, at its option, through one or more of the Company following methods: (i) by check payable to the order of Limited Brands or (ii) by wire transfer of immediately available funds to an account designated specified in writing by Limited Brands. (c) Subject to Section 3.08(c)) or as specifically provided for in any Schedule attached hereto, the Company Buyer shall pay Limited Brands by wire transfer transfer, check or other methods mutually agreeable to the parties, all amounts with respect to Capital Investments within 10 Business Days of the date on which Limited Brands invoices the Company Buyer for such Capital Investments (either in whole or in parton a percentage of completion basis). Limited Brands shall be under no obligation to make any Capital Investment before receipt of the CompanyBuyer’s advance payment for such expenditureexpenditure other than as set forth in Schedule IV hereof. (d) If the Company Buyer fails to pay the full amount of any invoice under this Agreement monthly payment within 15 days of the relevant payment due date, the Company Buyer shall be obligated to pay, in addition to the amount due on such payment due date, interest on such amount at the greater of (1) 1210% or and (2) the Reference Rate plus 5%, in each, each case per annum compounded monthly from the relevant payment due date through the date of payment; provided that such interest rate shall not exceed the maximum rate permitted by applicable lawLaw. All payments made shall be applied first to unpaid interest and then to amounts invoiced billed but unpaid. If the Company Buyer fails to pay the full amount of any invoice within 30 days of the relevant payment due date, such failure shall be considered a material breach of this Agreement, date and to the extent the aggregate amount of such overdue unpaid invoices exceeds $250,00050,000, Limited Brands may, after 10 days’ prior notice to the Company of its election to suspendwithout liability, without liability suspend its obligations hereunder to provide any and/or and all Services to the Company Buyer until such time as such invoices have been paid in full; provided, that this sentence may be invoked only after 15 days prior notice to Buyer of the payment delinquency. (e) For certain Services, as reasonably deemed appropriate from time to time by the Limited Brands Entities, Service Costs may be invoiced billed to the Company Buyer on an estimated basis. In such cases the method of estimation will be reasonably determined by Limited Brands and will be made available to the CompanyBuyer. Any estimated costs invoiced billed pursuant to this Section 3.09(e) shall be invoiced and paid pursuant to the procedures set forth in this Section 3.09. At Except as provided in Appendix D to Schedule II, at such point in time as the actual costs for any Services previously invoiced billed on an estimated basis are determined, Limited Brands will notify the Company Buyer of such actual costs (and provide reasonable supporting documentation therefor) and will notify the Company Buyer if any adjustment is necessary to reimburse one party for any difference between the actual and estimated costs. If in any case (1) an adjustment is necessary in favor of the CompanyBuyer, Limited Brands will reimburse the Company Buyer for the amount of such adjustment at the time such notice is given and (2) an adjustment is necessary in favor of Limited Brands, Limited Brands will provide an invoice to the Company therefor and the Company Buyer shall reimburse Limited Brands for the amount of such adjustment no later than 30 days after receipt of such invoicenotice. If the applicable party fails to reimburse the other party for the full amount of the difference between actual and estimated costs within the time specified above, such party shall be obligated to pay, in addition to the amount due on such payment date, interest on such amount at the greater of (1) 10% and (2) the Reference Rate plus 5%, in each case per annum compounded monthly from the relevant payment date through the date of payment; provided that such interest rate shall not exceed the maximum rate permitted by applicable Law. All payments made shall be applied first to unpaid interest and then to amounts billed but unpaid. Limited Brands shall have the right to notify the Company Buyer of such adjustment and, as applicable, to receive payment from the Company Buyer or make payment to the Company Buyer for the amount of such difference, whether or not such notification and adjustment is made with respect to any Limited Brands Entity receiving comparable services. (f) Notwithstanding anything in this Agreement to the contrary, Buyer shall not offset amounts due or payable hereunder to Limited Brands with any amounts owing to Buyer or its Affiliates under this Agreement, the Stock Purchase Agreement or any other agreement or arrangement. (g) In the event that Buyer disputes an aggregate of $500,000 of Service Costs billed to Buyer in any fiscal year, Buyer shall have the right to conduct an audit upon the same terms and conditions as set forth in Section 6.02 in advance and in addition to such annual audit procedure.