Payment Terms and Conditions 67.6.1 CLEC shall pay a Transit Service Charge as set forth in Table 1 for any Transit Traffic routed to CenturyLink by CLEC.
67.6.2 CLEC shall be responsible for payment of Transit Service charges on Transit Traffic routed to CenturyLink by CLEC and for any charges assessed by the terminating carrier. CLEC agrees to enter into traffic exchange agreements with third-parties prior to routing any Transit Traffic to CenturyLink for delivery to such third parties, and CLEC will indemnify, defend and hold harmless the Transit Service provider against any and all charges levied by such third-party terminating carrier with respect to Transit Traffic, including but not limited to, termination charges related to such traffic and attorneys’ fees and expenses.
Payment Terms and Funding Out Clause 1 Payment Terms:
Purchase Price and Payment Terms The aggregate purchase price (the “Purchase Price”) shall be Ninety One Million Dollars ($91,000,000), subject to adjustment as provided in Section 1.3 and Section 1.7. Of the Purchase Price, Six Million Nine Hundred Thousand Dollars ($6,900,000) shall be paid by Purchaser’s delivery of 150,000 shares of the common stock, par value $0.001 per share, of Purchaser’s Parent, which shares (the “Purchaser’s Parent Equity”) are valued at Six Million Nine Hundred Thousand Dollars ($6,900,000) (the “Purchaser’s Parent Equity Value”) based upon the price paid by others for similar shares contemporaneously with the Closing. At the Closing, Purchaser shall deliver to Sellers an amount in cash equal to the Purchase Price, minus (i) the Escrow Funds, minus (ii) the aggregate amount of Debt of the Company and its Subsidiaries (disregarding any intercompany Debt) outstanding as of the Closing Date (including any interest, penalties, charges or other fees accrued thereon), minus (iii) Sellers’ Transaction Expenses, minus (iv) the Purchaser’s Parent Equity Value, minus (v) the Off-Balance-Sheet LC Adjustment Amount, all as set forth in the funds flow memorandum attached hereto as Schedule 1.2 (the “Funds Flow Memorandum”) (such amount, the “Closing Cash”). At the Closing, Purchaser shall deliver (w) the Closing Cash by wire transfer of immediately available funds to an account identified by Frost as set forth in the Funds Flow Memorandum, (x) copies of the certificates representing the Purchaser’s Parent Equity to Sellers, (y) the Escrow Funds to the Escrow Agent as contemplated by Section 1.5 below, and (z) to the Company’s lenders and the persons entitled thereto (as shown on the Funds Flow Memorandum) all amounts of the Debt and Sellers’ Transaction Expenses subtracted to determine the Closing Cash. At the Closing, Sellers shall pay and satisfy in full the Excluded Liability set forth in clause (d) of Schedule 1.4.
Additional Payment Terms All payments must be made in U.S. dollars and delivered to us at any one of our branch offices or to the address shown on the monthly statement. If we receive your payment before 5:00 p.m. (Mountain Standard Time) on a business day, at the address shown on the front of your monthly statement or at any of our branch offices, we will credit your payment as of the date of receipt. All other payments will be credited to your Account on the next business day following receipt. We may accept late or partial payments as well as payments marked “PAID IN FULL” or other restrictive endorsements, without losing any of our rights under this Agreement and without such payments constituting full accord and satisfaction of the debt. If you make payments using personal checks, and your financial institution refuses to pay the check and returns it to us, you agree to pay a Return Payment Fee. If your loan Account balance is less than the minimum payment amount you must pay the entire balance. You may repay all or part of what you owe at any time. However, so long as you owe any amount you must continue to make your periodic minimum payment. Your minimum monthly payment will be allocated to your account in accordance with all applicable laws and regulations. Personal Identification Number. We will issue you a Personal Identification Number (“PIN”) to be used with your Card. You agree not to write this PIN on your Card, and not to carry your PIN with you at the same time as you carry your Card. We will treat any charge made by you using your Card and PIN as having been authorized by you. If you keep your PIN with the Card, we can refuse to reissue your Card. Change of Terms. We can change the terms of this Agreement, including all fees, other charges and Annual Percentage Rate, at any time, subject to applicable laws and regulations. Events of Default. You are in default if you fail to pay the minimum payment listed on each billing statement on time, file for bankruptcy, exceed your credit limit without our permission, or default on this or any other Nusenda Federal Credit Union Card Agreement you have with us. If you are in default, we may close your Account and require a shorter amortization of your account balance, subject to applicable laws and regulations. No notice is required. We may also declare the whole balance due if you die, if you make false or misleading statements on your application, or if other creditors attach or garnish your property. If you have given us a security interest in a share Account, share draft Account, or certificate of deposit, we may use the deposit amount to pay any amount you owe us. Collection Costs. If we have to refer collection of your Account to a lawyer (who is not our salaried employee), to the extent permitted by law, you will have to pay our attorney’s fee plus court costs and any other fees.
Prices and Payment Terms A. Customer shall pay Alchemy monthly recurring fees (the "Recurring Fees"), which shall include charges for use and occupancy of the Collocation Space (the "Occupancy Fees"), connectivity (or cross- connect fees, if applicable), power charges, if applicable and system administration. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Collocation Space (the "Build-Out Charges"), including, where applicable, cross-connect installation fees and/or Dispatch Labor Charges, where applicable, which shall be set forth in the relevant Collocation Schedule and the Exhibits thereto. If Customer requests that Alchemy provide services not delineated herein or in the Collocation Schedule at any time during the Term, Customer agrees to pay Alchemy's price for such services in effect at the time such service was rendered.
B. Prices do not include taxes, except as specifically stated herein. Customer agrees to pay or reimburse Alchemy for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the Ten-ninal Facility. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Alchemy agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request.
C. The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the Premises in which the Collocation Space is located. Customer shall pay to Alchemy its pro rata share of any such increases based on the number of square feet of the Collocation Space compared to the number of square feet leased by Alchemy under the applicable lease. Alchemy shall notify Customer of any such increase as soon as practicable.
D. All Recurring Fees shall be invoiced thirty (30) days prior to the beginning of each month commencing thirty (30) days prior to the first day of the Term as identified in the Collocation Schedule and thereafter, on the first day of each calendar month. Charges for partial months shall be prorated accordingly. All Recurring Fees shall be payable net thirty (30) days from date of invoice and prior to the beginning of the invoiced period. Customer shall be subject to late charges if payment is not received within the payment ten-n period. The late payment charges will be calculated based on 1.5% per month of the unpaid amount.
E. Charges delineated in the Collocation Schedule for build-out of the Collocation Space shall be invoiced and paid by Customer when invoiced. Alchemy may require payment of up to fifty percent (50%) of the "Build Out Fees" prior to commencing construction.
F. Customer agrees to reimburse Alchemy for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the Term or as a consequence of Customer's removal of the Equipment or property installed in the Collocation Space.
General Payment Terms You may pay by credit card or through an account with us payable at the end of the month. If you and we agree that you may establish a standing account with CCC, then the following terms apply: Remit Payment to: Copyright Clearance Center, 00000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000-0000. Payments Due: Invoices are payable upon their delivery to you (or upon our notice to you that they are available to you for downloading). After 30 days, outstanding amounts will be subject to a service charge of 1-1/2% per month or, if less, the maximum rate allowed by applicable law. Unless otherwise specifically set forth in the Order Confirmation or in a separate written agreement signed by CCC, invoices are due and payable on "net 30" terms. While User may exercise the rights licensed immediately upon issuance of the Order Confirmation, the license is automatically revoked and is null and void, as if it had never been issued, if complete payment for the license is not received on a timely basis either from User directly or through a payment agent, such as a credit card company.
Payment Terms and Billing (1) Payment shall be made only after the Client Agency receives and accepts the Goods or Services and after it receives a properly completed invoice. Unless otherwise specified in the Contract, payment for all accepted Goods or Services shall be due within forty-five (45) days after acceptance of the Goods or Services, or thirty (30) days if the Contractor is a certified small contractor or minority business enterprise as defined in Conn. Gen.
Price and Payment Terms 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the Agreement Amount or Fees set forth in each SOW for the Services expressly authorized in each such SOW.
3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's fee rates for the Provider Personnel set forth in the applicable SOW and Provider shall issue invoices to the Trust monthly in arrears for its fees for time for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The parties agree that after the initial 12 months of the Term, for Services provided on a time and materials basis, Provider may increase its standard fee rates specified in the applicable SOW upon written notice to the Trust; provided, that: Provider provides the Trust written notice of such increase at least 90 days prior to the effective date of such increase; such increases occur no more frequently than once per contract year of the Term; and the amount of such increase shall not exceed the lesser of:
(a) the percentage rate of increase for the immediately preceding 12-month period in the Consumer Price Index, All Urban Consumers, United States, All Items (1982 - 1984 = 100), as published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is not available, such other index as the parties may agree most closely resembles such index; or
(b) three percent (3%).
3.3 Where Services are provided for a fixed Agreement Amount, the total fees for the Services shall be the amount set out in the applicable SOW. The total Agreement Amount shall be paid to Provider in installments, as set out in the SOW, with each installment being conditional on Provider achieving the corresponding Project Milestone. On achieving a Project Milestone in respect of which an installment is due, Provider shall issue invoices to the Trust for the fees that are then payable, together with a detailed breakdown of allowable expenses incurred in accordance with this Agreement.
3.4 The Agreement Amount or Fees shall be payable in accordance with the Price and Payment Terms set forth in each SOW for the Services expressly authorized in each such SOW. The Trust’s obligation to make payments or disbursements to Provider is conditioned on the following: Provider is not in breach of any of the terms or conditions of this Agreement; Provider has submitted properly documented reimbursement requests and invoices; Provider has produced or provided all necessary documents and reports as may be required by this Agreement; The Services are performed pursuant to an SOW issued and executed by the Trust; The Services are performed fully in accordance with the SOW and this Agreement.
3.5 The Trust will not reimburse Provider for any cost or expense that is contrary to this Agreement or any restriction or limitation contained in any applicable law, rule, regulation or policy.
3.6 Provider shall ensure that all prices, terms, and warranties included in this Agreement are comparable to, or better than, the equivalent terms being offered by the Provider to any present customer meeting the same qualifications or requirements as the Trust.
3.7 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement are within the approved SOW, and that such costs and expenses are allowable, allocable, and reasonable in accordance with this Agreement and all applicable laws, rules, regulations, and policies.
3.8 By paying all or a portion of any invoice or request for reimbursement, the Trust does not waive its ability to challenge any invoice or reimbursement for failing to comply with this Agreement.
Prices and Payments 1. The price listed by the Contractor or otherwise the price commonly charged by the Contractor for the respective service is decisive, plus statutory value-added tax insofar as such is applicable. In case of transnational services, any possibly applicable taxes, fees, customs fees, and other charges (of any kind) incurred for the transnational service shall be borne by the Principal.
2. If, within the scope of contracts for the performance of a continuing obligation and long-term contracts, the Contractor's prime costs increase and such increase is not within the Contractor's own scope of responsibility, the Contractor is authorized to an appropriate price increase commensurate with the increase of its prime costs; if the Principal does not consent to such price increase it is authorized to terminate the Agreement within four weeks after receipt of such notification of a price increase; otherwise, the increase is deemed to be mutually agreed upon. A right to a price increase pursuant to this provision does not exist if the Principal is a Consumer.
3. The Principal shall pay the remuneration owed without any cash discounts, free of charge to the Contractor, and within two weeks after receipt of the invoice, to the bank account stated by the Contractor. Credit entry at the Contractor's account is decisive for the timeliness of the payment. The Contractor reserves the right to request appropriate installment payments and appropriate advance payments.
4. If the Agreement is based on a cost estimate, and if it turns out that the costs will be significantly higher than the amount estimated vis-a-vis the Principal, then the Contractor will inform the Principal of such in text form. In this case the Principal is authorized to terminate the Agreement in writing, within two weeks after receipt of such notification. In the event of a termination, the Contractor is authorized to request partial remuneration commensurate with the services already provided. Furthermore, the Contractor is authorized to request compensation for any expenses not included in the remuneration but incurred due to the provision of services.
5. If the Principal owes interest and expenses in addition to a possibly existing principal claim, any payment by the Principal that does not fully redeem the total sum will first be credited against expenses, secondly against interest, and lastly against the principal claim.
6. The Principal is entitled to offset and retention rights only if its counterclaims are legally ascertained, undisputed, or acknowledged in writing by the Contractor. This limitation does not apply to the Principal's claims for defects arising from the same contractual relation as the Contractor's payment claim. If the contract partner is a Consumer, then in contrast to clause 1, such contract partner is on principle entitled to unlimited retention rights for claims arising from the same contractual relation.
7. If, after conclusion of the Agreement, it becomes clear that the Contractor's claims vis-a-vis the Principal are at risk due to the Principal's lack of ability to perform, the Contractor is authorized to perform outstanding services only against advance payment or provision of a security as well as settlement of possibly still outstanding receivables for partial services already provided and arising from the Agreement, and - after unsuccessful expiration of a grace period - is authorized to withdraw from the Agreement; No. 4 clause 3 of this provision applies accordingly.
8. In case of payment default, the Principal owes default interest in the amount of 9 percentage points above the base interest rate if the Principal is an Entrepreneur; in the amount of 5 percentage points above the base interest rate if the Principal is a Consumer. The Contractor is entitled to assert further claims if it can prove higher damage to the Principal. The Contractor is furthermore entitled to charge a flat rate of € 40.00 if the Principal is an Entrepreneur. This shall also apply if the payment default relates to any kind of an installment. In case the Contractor may claim further compensation for damage, the flat rate has to be credited against such claims, . If the Principal is a Consumer the Contractor is entitled to charge a flat rate of € 5.00 per reminder. The Principal is entitled to provide evidence that the Contractor did not incur any damage or incurred significantly lower damage.
Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.
