Common use of Payment Dispute Clause in Contracts

Payment Dispute. In the event there is a bona fide, good faith dispute under this Work Letter or the Lease as to the propriety of either Landlord or Tenant’s claim for payment, application, credit, or reimbursement of a component of costs and expenses associated with the design, installation, performance, construction, or completion of the Improvements, including, without limitation, the Tenant Improvement Allowance or any applicable Change Orders, either Landlord or Tenant will have the right to deliver written notice to the other disputing any such claim (a “Dispute Notice”), which will be accompanied by a detailed, written statement as to the basis for the dispute and will be accompanied by the tender of payment for any portion of the sum being demanded which the disputing party does not take issue with. Landlord will continue to perform all of its obligations under this Work Letter and the Lease in order to perform and complete the Improvements in a timely manner, notwithstanding any delivery of a Dispute Notice. A party’s failure to deliver a Dispute Notice within thirty (30) days after submittal of any such claim shall be deemed to constitute approval of any such claim. Otherwise, if Landlord or Tenant timely delivers a Dispute Notice, Landlord and Tenant shall meet and cooperate in good faith, together with their respective contractors, engineers, attorneys, planners, and accountants to review the information upon which such costs and expenses were based and, thereafter, meet and cooperate in good faith in an attempt to resolve and agree upon any final adjustments or changes to be made to any such claim within ten (10) business days of Tenant’s delivery of a Dispute Notice. If Landlord and Tenant are unable to reach a final resolution and agreement as to any disputed costs and expenses within the aforementioned ten (10) business day negotiation period, then upon prompt notice to the other party, each of Landlord and Tenant will have the right to elect to submit to mediation or binding arbitration the issue of whether any disputed costs and expenses are permitted expenses under this Work Letter and the Lease. If the aforementioned disputed costs and expenses are submitted to mediation, then Landlord and Tenant shall be responsible for their own costs and expenses (including attorneys’ fees) and agree to split equally the mediator’s costs and expenses. If the aforementioned disputed costs and expenses are submitted to binding arbitration, the party that the arbitrator determines is the prevailing party shall be entitled to reimbursement of all costs and expenses associated with arbitration, including reasonable attorneys’ fees. Promptly following a final agreement or resolution of any such claim, Landlord and Tenant shall thereafter make such appropriate adjustments, credits, or reimbursements, as the case may be, to each other, as are determined to be applicable or owing pursuant to this Work Letter, the Lease, and, if applicable, as determined by the results of any mediation or binding arbitration.

Payment Dispute. In the event there is a bona fide, good faith dispute under this Work Letter or the Lease as to the propriety of either Landlord or Tenant’s claim for payment, application, credit, or reimbursement of a component of costs and expenses associated with the design, installation, performance, construction, or completion of the Improvements, including, without limitation, the Tenant Improvement Allowance or any applicable Change Orders, either Landlord or Tenant will have the right to deliver written notice to the other disputing any such claim (a “Dispute Notice”), which will be accompanied by a detailed, written statement as to the basis for the dispute and will be accompanied by the tender of payment for any portion of the sum being demanded which the disputing The following provisions shall apply where one party does not take issue with. Landlord will continue to perform all of its obligations under this Work Letter and the Lease in order to perform and complete the Improvements in a timely manner, notwithstanding any delivery of a Dispute Notice. A party’s failure to deliver a Dispute Notice within thirty (30) days after submittal of any such claim shall be deemed to constitute approval of any such claim. Otherwise, if Landlord or Tenant timely delivers a Dispute Notice, Landlord and Tenant shall meet and cooperate in good faith, together with their respective contractors, engineers, attorneys, planners, and accountants to review the information upon which such costs and expenses were based and, thereafter, meet and cooperate disputes in good faith in that it owes an attempt to resolve and agree upon any final adjustments or changes to be made to any such claim within ten (10) business days of Tenant’s delivery of a Dispute Notice. If Landlord and Tenant are unable to reach a final resolution and agreement as to any disputed costs and expenses within the aforementioned ten (10) business day negotiation period, then upon prompt notice amount to the other party, which the other party claims is payable under this Agreement: 13.3.1 The party disputing (“Disputing Party”) that it owes the other party amounts under this Agreement shall provide to the other party (“Billing Party”) a detailed written explanation of Disputing Party’s basis for disputing in good faith the amounts claimed due by Billing Party. Disputing Party shall pay Billing Party the undisputed amounts due. Disputing Party shall provide such written explanation within twenty (20) business days of receiving the invoice containing disputed charges. 13.3.2 Upon receipt of any notice of disputed fees, each party shall promptly and diligently cooperate with each other to resolve the disputed amounts. At such time as the Billing Party determines that the parties have reached an impasse regarding such disputed amounts, the Billing Party shall provide a written notice to the Disputing Party stating that the parties have reached an impasse with respect to the disputed amount described in such letter. 13.3.3 Within fifteen (15) calendar days of Landlord and Tenant will have the date of Disputing Party’s receipt of the notice provided for in Section 13.3.2, if the amount in dispute exceeds $50,000, the Disputing Party shall deposit such disputed amount in excess of the foregoing amount into an interest bearing escrow account for the benefit of the Billing Party, on terms reasonably agreed upon with the Billing Party, providing that such deposited amounts shall be released only: (a) as the parties may jointly direct the escrow agent in writing; or (b) pursuant to a final resolution in accordance with this Agreement. Subject to Customer’s right to elect withhold and pay into escrow amounts it disputes in good faith, each Party agrees to submit to mediation or binding arbitration the issue of whether any disputed costs and expenses are permitted expenses continue performing its obligations under this Work Letter Agreement while any dispute is being resolved. 13.3.4 The Parties acknowledge that if Administrator were to cease performing Services hereunder, Customer could suffer significant damages. Consequently, if Administrator notifies Customer that Customer has materially breached this Agreement, Customer shall use its commercially reasonable efforts to stop such breach immediately and the LeaseParties shall cooperate in good faith to mitigate any damages Administrator may suffer as a result of Customer’s breach. If Nothing contained herein shall prevent Administrator from terminating this Agreement for breach and ceasing to provide Services if Customer is unwilling or unable to comply with the aforementioned terms of this Article 13. 13.3.5 In lieu of depositing amounts in the escrow account as described above, Customer may pay Administrator such disputed costs amounts and expenses are submitted seek to mediation, then Landlord and Tenant shall be responsible for their own costs and expenses (including attorneys’ fees) and agree to split equally the mediator’s costs and expenses. If the aforementioned disputed costs and expenses are submitted to binding arbitration, the party that the arbitrator determines is the prevailing party shall be entitled to reimbursement of all costs and expenses associated with arbitration, including reasonable attorneys’ fees. Promptly following a final agreement or resolution of any recover such claim, Landlord and Tenant shall thereafter make such appropriate adjustments, credits, or reimbursements, as the case may be, to each other, as are determined to be applicable or owing pursuant to this Work Letter, the Lease, and, if applicable, as determined by the results of any mediation or binding arbitrationamounts.

Payment Dispute. In the event there is a bona fide, The following provisions shall apply where one Party disputes in good faith dispute under this Work Letter or the Lease as to the propriety of either Landlord or Tenant’s claim for payment, application, credit, or reimbursement of a component of costs and expenses associated with the design, installation, performance, construction, or completion of the Improvements, including, without limitation, the Tenant Improvement Allowance or any applicable Change Orders, either Landlord or Tenant will have the right to deliver written notice that it owes an amount to the other disputing any such claim (a “Dispute Notice”)Party, which will be accompanied by a detailed, written statement as the other Party claims is payable under this Agreement: (a) The Party disputing ("Disputing Party") that it owes the other Party amounts under this Agreement shall provide to the other Party ("Billing Party") a detailed written explanation of Disputing Party's basis for disputing in good faith the dispute and will be accompanied amounts claimed due by Billing Party. Disputing Party shall pay Billing Party the tender of payment for any portion of the sum being demanded which the disputing party does not take issue withundisputed amounts due. Landlord will continue to perform all of its obligations under this Work Letter and the Lease in order to perform and complete the Improvements in a timely manner, notwithstanding any delivery of a Dispute Notice. A party’s failure to deliver a Dispute Notice Disputing Party shall provide such notice within thirty (30) days after submittal of any such claim shall be deemed to constitute approval of any such claim. Otherwise, if Landlord or Tenant timely delivers a Dispute Notice, Landlord and Tenant shall meet and cooperate in good faith, together with their respective contractors, engineers, attorneys, planners, and accountants to review the information upon which such costs and expenses were based and, thereafter, meet and cooperate in good faith in an attempt to resolve and agree upon any final adjustments or changes to be made to any such claim within ten (10) business days of Tenant’s delivery receiving the invoice containing disputed charges. (b) Upon receipt of any notice of disputed fees, each Party shall promptly and diligently cooperate with each other to resolve the disputed amounts. At such time as the Billing Party determines that the Parties have reached an impasse regarding such disputed amounts, the Billing Party shall provide a Dispute Notice. If Landlord and Tenant are unable written notice to reach the Disputing Party stating that the parties have reached an impasse with respect to the disputed amount described in such letter. (c) Within fifteen (15) calendar days of the date of Disputing Party's receipt of the notice provided for in Section 12.4(b), if the amount(s) in dispute exceeds $50,000 in the aggregate, the Disputing Party shall deposit the - 45 - entire disputed amount into an interest bearing escrow account for the benefit of the Billing Party, on terms as set forth by the Billing Party providing that such deposited amounts shall be released only: (a) as the parties may jointly direct the escrow agent; or (b) pursuant to a final resolution in accordance with this Agreement. If Disputing Party is Customer and agreement if Customer has not deposited such amounts into an escrow account as described in this Section, subject to any disputed costs such amounts in dispute being due and expenses within payable as asserted by Administrator, Administrator may immediately discontinue providing Services until the aforementioned ten (10) business day negotiation periodparties mutually agree upon terms for Administrator to be paid for the continuing Services provided or Customer deposits such amounts into an escrow account as described above. If Disputing Party is Administrator and if Administrator has not deposited such amounts into an escrow account as described in this Section, then upon prompt notice to the other party, each of Landlord and Tenant will Customer shall have the right to elect reduce amounts payable to submit to mediation or binding arbitration the issue of whether any disputed costs and expenses are permitted expenses Administrator under this Work Letter Agreement on a dollar-for-dollar basis the amount disputed by Administrator without prejudicing Customer's rights under this Agreement and the Lease. If the aforementioned disputed costs and expenses are submitted to mediationsuch withholding by Customer shall not entitle Administrator, then Landlord and Tenant shall be responsible for their own costs and expenses (including attorneys’ fees) and agree to split equally the mediator’s costs and expenses. If the aforementioned disputed costs and expenses are submitted to binding arbitration, the party that the arbitrator determines is the prevailing party shall be entitled to reimbursement of all costs and expenses associated with arbitration, including reasonable attorneys’ fees. Promptly following a final agreement or resolution of under any such claim, Landlord and Tenant shall thereafter make such appropriate adjustments, credits, or reimbursements, as the case may becircumstances, to each otherstop performing any Services under this Agreement. (d) Nothing contained herein shall prevent Administrator from terminating this Agreement for breach and ceasing to provide Services if Customer is unwilling or unable to comply with the terms of this Section 12. (e) In lieu of depositing amounts in the escrow account as described above, as are determined Customer may pay Administrator such disputed amounts and seek to be applicable or owing pursuant to this Work Letter, the Lease, and, if applicable, as determined by the results of any mediation or binding arbitrationrecover such amounts.

Payment Dispute. In the event there is a bona fide, The following provisions shall apply where one Party disputes in good faith dispute under this Work Letter or the Lease as to the propriety of either Landlord or Tenant’s claim for payment, application, credit, or reimbursement of a component of costs and expenses associated with the design, installation, performance, construction, or completion of the Improvements, including, without limitation, the Tenant Improvement Allowance or any applicable Change Orders, either Landlord or Tenant will have the right to deliver written notice that it owes an amount to the other disputing any such claim (a “Dispute Notice”)Party, which will be accompanied by a detailed, written statement as the other Party claims is payable under this Agreement: (a) The Party disputing ("Disputing Party") that it owes the other Party amounts under this Agreement shall provide to the other Party ("Billing Party") a detailed written explanation of Disputing Party's basis for disputing in good faith the dispute and will be accompanied amounts claimed due by Billing Party. Disputing Party shall pay Billing Party the tender of payment for any portion of the sum being demanded which the disputing party does not take issue withundisputed amounts due. Landlord will continue to perform all of its obligations under this Work Letter and the Lease in order to perform and complete the Improvements in a timely manner, notwithstanding any delivery of a Dispute Notice. A party’s failure to deliver a Dispute Notice Disputing Party shall provide such notice within thirty (30) days after submittal of any such claim shall be deemed to constitute approval of any such claim. Otherwise, if Landlord or Tenant timely delivers a Dispute Notice, Landlord and Tenant shall meet and cooperate in good faith, together with their respective contractors, engineers, attorneys, planners, and accountants to review the information upon which such costs and expenses were based and, thereafter, meet and cooperate in good faith in an attempt to resolve and agree upon any final adjustments or changes to be made to any such claim within ten (10) business days of Tenant’s delivery receiving the invoice containing disputed charges. (b) Upon receipt of any notice of disputed fees, each Party shall promptly and diligently cooperate with each other to resolve the disputed amounts. At such time as the Billing Party determines that the Parties have reached an impasse regarding such disputed amounts, the Billing Party shall provide a Dispute Notice. If Landlord and Tenant are unable written notice to reach the Disputing Party stating that the parties have reached an impasse with respect to the disputed amount described in such letter. (c) Within fifteen (15) calendar days of the date of Disputing Party's receipt of the notice provided for in Section 12.4(b), if the amount(s) in dispute exceeds $_______ in the aggregate, the Disputing Party shall deposit the entire disputed amount into an interest bearing escrow account for the benefit of the Billing Party, on terms as set forth by the Billing Party providing that such deposited amounts shall be released only: (a) as the parties may jointly direct the escrow agent; or (b) pursuant to a final resolution in accordance with this Agreement. If Disputing Party is Customer and agreement if Customer has not deposited such amounts into an escrow account as described in this Section, subject to any disputed costs such amounts in dispute being due and expenses within payable as asserted by Administrator, Administrator may immediately discontinue providing Services until the aforementioned ten (10) business day negotiation periodparties mutually agree upon terms for Administrator to be paid for the continuing Services provided or Customer deposits such amounts into an escrow account as described above. If Disputing Party is Administrator and if Administrator has not deposited such amounts into an escrow account as described in this Section, then upon prompt notice to the other party, each of Landlord and Tenant will Customer shall have the right to elect reduce amounts payable to submit to mediation or binding arbitration the issue of whether any disputed costs and expenses are permitted expenses Administrator under this Work Letter Agreement on a dollar-for-dollar basis the amount disputed by Administrator without prejudicing Customer's rights under this Agreement and the Lease. If the aforementioned disputed costs and expenses are submitted to mediationsuch withholding by Customer shall not entitle Administrator, then Landlord and Tenant shall be responsible for their own costs and expenses (including attorneys’ fees) and agree to split equally the mediator’s costs and expenses. If the aforementioned disputed costs and expenses are submitted to binding arbitration, the party that the arbitrator determines is the prevailing party shall be entitled to reimbursement of all costs and expenses associated with arbitration, including reasonable attorneys’ fees. Promptly following a final agreement or resolution of under any such claim, Landlord and Tenant shall thereafter make such appropriate adjustments, credits, or reimbursements, as the case may becircumstances, to each otherstop performing any Services under this Agreement. (d) Nothing contained herein shall prevent Administrator from terminating this Agreement for breach and ceasing to provide Services if Customer is unwilling or unable to comply with the terms of this Section 12. (e) In lieu of depositing amounts in the escrow account as described above, as are determined Customer may pay Administrator such disputed amounts and seek to be applicable or owing pursuant to this Work Letter, the Lease, and, if applicable, as determined by the results of any mediation or binding arbitrationrecover such amounts.

Payment Dispute. In the event there is a bona fide, The following provisions shall apply where one Party disputes in good faith dispute that it owes an amount to the other Party, which the other Party claims is payable under this Work Letter or Agreement. (a) The Party disputing (“Disputing Party”) that it owes the Lease as other Party amounts under this Agreement shall provide to the propriety other Party (“Billing Party”) a detailed written explanation of either Landlord or TenantDisputing Party’s claim basis for paymentdisputing in good faith the amounts claimed due by Billing Party. Disputing Party shall pay Billing Party the undisputed amounts due. Disputing Party shall provide such notice within twenty (20) business days of receiving the invoice containing disputed charges. (b) Upon receipt of any notice of disputed fees, application, credit, or reimbursement of a component of costs each Party shall promptly and expenses associated diligently cooperate with each other to resolve the design, installation, performance, construction, or completion of disputed amounts. At such time as the Improvements, including, without limitationBilling Party determines that the Parties have reached an impasse regarding such disputed amounts, the Tenant Improvement Allowance or Billing Party shall provide a written notice to the Disputing Party stating that the parties have reached an impasse with respect to the disputed amount described in such letter. (c) During any applicable Change Ordersdispute, either Landlord or Tenant will Disputing Party shall have the right to deliver written notice to the other disputing any such claim (a “Dispute Notice”)withhold payment, which will be accompanied by a detailed, written statement as to the basis for the dispute and will be accompanied by the tender of payment for any portion of the sum being demanded which the disputing party does not take issue with. Landlord will continue to perform all of its obligations under this Work Letter and the Lease in order to perform and complete the Improvements in a timely manner, notwithstanding any delivery of a Dispute Notice. A party’s failure to deliver a Dispute Notice within thirty (30) days after submittal of any such claim shall be deemed to constitute approval of any such claim. Otherwise, if Landlord or Tenant timely delivers a Dispute Notice, Landlord and Tenant shall meet and cooperate acting in good faith, together to Billing Party of the disputed amount without prejudicing Disputing Party’s rights under this Agreement and such withholding by Disputing Party shall not entitle Billing Party, under any circumstances, to stop performing any Services (in the case of Vendor) or cooperating with their respective contractorsVendor (in the case of Customer) under this Agreement. (d) The Parties acknowledge that if Vendor were to cease performing Services hereunder, engineersCustomer could suffer significant damages. Consequently, attorneysif Vendor notifies Customer that Customer has materially breached this Agreement, plannersthen if Customer agrees that a breach exists, Customer shall use its best efforts to stop such breach immediately and accountants to review the information upon which such costs and expenses were based and, thereafter, meet and parties shall cooperate in good faith to mitigate any damages Vendor may suffer as a result of Customer’s breach. Nothing contained herein shall prevent Disputing Party from terminating this Agreement for breach in an attempt accordance with Article 13 and ceasing to resolve and agree upon any final adjustments provide or changes to be made to any such claim within ten (10) business days of Tenant’s delivery of a Dispute Notice. If Landlord and Tenant are unable to reach a final resolution and agreement as to any disputed costs and expenses within the aforementioned ten (10) business day negotiation period, then upon prompt notice to the other party, each of Landlord and Tenant will have the right to elect to submit to mediation or binding arbitration the issue of whether any disputed costs and expenses are permitted expenses under this Work Letter and the Lease. If the aforementioned disputed costs and expenses are submitted to mediation, then Landlord and Tenant shall be responsible for their own costs and expenses (including attorneys’ fees) and agree to split equally the mediator’s costs and expenses. If the aforementioned disputed costs and expenses are submitted to binding arbitration, the party that the arbitrator determines is the prevailing party shall be entitled to reimbursement of all costs and expenses associated with arbitration, including reasonable attorneys’ fees. Promptly following a final agreement or resolution of any such claim, Landlord and Tenant shall thereafter make such appropriate adjustments, credits, or reimbursementsreceive Services, as the case may be, if Billing Party is unwilling or unable to each other, as are determined comply with the terms of this Section 12.4. (e) Each party may pursue all other legal and equitable remedies available to be applicable or owing pursuant it relating to this Work Letter, the Lease, and, if applicable, as determined breaches by the results other party, subject to Article 10, and (i) to the extent that Vendor incurs additional costs in performing the Services as a result of any mediation or binding arbitrationCustomer’s breach, then Customer agrees to reimburse Vendor for such additional costs, and (ii) to the extent that Customer incurs additional costs in connection with the Services as a result of Vendor’s breach, then Vendor agrees to reimburse Customer for such additional costs. (f) In lieu of withholding payments as described above, Customer may pay Vendor such disputed amounts and seek to recover such amounts.