Common use of Payment Process Clause in Contracts

Payment Process. C4.1 For the purposes of this clause C4, unless the context indicates otherwise, the following expressions shall have the following meanings: Expression Meaning BCTI Buyer Created Tax Invoice Payment Fortnight The fortnight following a Service Fortnight PPS Proposed Payment Schedule Service Fortnight The fortnight during which you have performed Services and in respect of which you are entitled to payment under this Agreement C4.2 We will pay you as follows: a. We will provide you, by post or facsimile, with a PPS not later than 2 Working Days prior to the end of the Service Fortnight. b. If you do not receive the PPS by the last Working Day of the Service Fortnight, you must notify our Payment Agent immediately. We will send you a copy of the relevant PPS within 1 Working Day of receiving such notice from you. c. The PPS will specify the Subsidised Residents in respect of whom we anticipate we must make payment to you, and the applicable Residential Care Subsidy per Subsidised Resident based on the previous Service Fortnight’s payment to you. d. You shall complete the PPS and the documentation that accompanies the PPS in accordance with the instructions accompanying the PPS. e. You must verify by signature that the contents of the PPS and the documentation that accompanies the PPS are correct and return the PPS and the documentation to us within 5 Working Days of receipt of the PPS. f. We will send a BCTI to you following receipt of the verified PPS and documentation that accompanies the PPS. g. We will pay you in accordance with the BCTI not later than 10 Working Days after we receive the verified PPS. h. If we do not receive the PPS and documentation that accompanies the PPS in accordance with clause C4.2(e), we will not pay for the Service Fortnight until the fortnight following the Payment Fortnight, provided that we receive the PPS and documentation that accompanies the PPS that complies with clause C4.2(e) for the relevant Service Fortnight not later than 15 Working Days after the PPS was sent. C4.3 Despite clause C4.2, if we notify you in writing that you are not required to provide a PPS for a particular Service Fortnight, we will pay you the amount specified in the previous BCTI that we sent to you as payment for the relevant Service Fortnight.

Payment Process. C4.1 For the purposes of this clause C4, unless the context indicates otherwise, the following expressions shall have the following meanings: Expression Meaning BCTI Buyer Created Tax Invoice Payment Fortnight The fortnight following a Service Fortnight PPS Proposed Payment Schedule Service Fortnight The fortnight during which you have performed Services and in respect of which you are entitled to payment under this Agreement C4.2 We will pay you as follows: a. We will provide you, by post or facsimile, with a PPS not later than 2 Working Days prior to the end of the Service Fortnight. b. If you do not receive the PPS by the last Working Day of the Service Fortnight, you must notify our Payment Agent immediately. We will send you a copy of the relevant PPS within 1 Working Day of receiving such notice from you. c. The PPS will specify the Subsidised Residents in respect of whom we anticipate we must make payment to you, and the applicable Residential Care Subsidy per Subsidised Resident based on the previous Service Fortnight’s payment to you. d. You shall complete the PPS and the documentation that accompanies the PPS in accordance with the instructions accompanying the PPS. e. You must verify by signature that the contents of the PPS and the documentation that accompanies the PPS are correct and return the PPS and the documentation to us within 5 Working Days of receipt of the PPS. f. We will send a BCTI to you following receipt of the verified PPS and documentation that accompanies the PPS. g. We will pay you in accordance with the BCTI not later than 10 Working Days after we receive the verified PPS. h. If we do not receive the PPS and documentation that accompanies the PPS in accordance with clause C4.2(e), we will not pay for the Service Fortnight until the fortnight following the Payment Fortnight, provided that we receive the PPS and documentation that accompanies the PPS that complies with clause C4.2(e) for the relevant Service Fortnight not later than 15 Working Days after the PPS was sent. C4.3 Despite clause C4.2, if we notify you in writing that you are not required to provide a PPS for a particular Service Fortnight, we will pay you the amount specified in the previous BCTI that we sent to you as payment for the relevant Service Fortnight.

Payment Process. C4.1 For the purposes of this clause C4, unless the context indicates otherwise, the following expressions shall have the following meanings: Expression Meaning BCTI Buyer Created Tax Invoice Payment Fortnight The fortnight following a Service Fortnight PPS Proposed Payment Schedule Service Fortnight The fortnight during which you have performed Services and in respect of which you are entitled to payment under this Agreement C4.2 We will pay you as follows: a. We will provide you, by post or facsimile, with a PPS not later than 2 Working Days prior to the end of the Service Fortnight. b. If you do not receive the PPS by the last Working Day of the Service Fortnight, you must notify our Payment Agent immediately. We will send you a copy of the relevant PPS within 1 one Working Day of receiving such notice from you. c. The PPS will specify the Subsidised Residents in respect of whom we anticipate we must make payment to you, and the applicable Residential Care Subsidy per Subsidised Resident based on the previous Service Fortnight’s payment to you. d. You shall complete the PPS and the documentation that accompanies the PPS in accordance with the instructions accompanying the PPS. e. You must verify by signature that the contents of the PPS and the documentation that accompanies the PPS are correct and return the PPS and the documentation to us within 5 Working Days of receipt of the PPS. f. We will send a BCTI to you following receipt of the verified PPS and documentation that accompanies the PPS. g. We will pay you in accordance with the BCTI not later than 10 Working Days after we receive the verified PPS. h. If we do not receive the PPS and documentation that accompanies the PPS in accordance with clause C4.2(e), we will not pay for the Service Fortnight until the fortnight following the Payment Fortnight, provided that we receive the PPS and documentation that accompanies the PPS that complies with clause C4.2(e) for the relevant Service Fortnight not later than 15 Working Days after the PPS was sent. C4.3 Despite clause C4.2, if we notify you in writing that you are not required to provide a PPS for a particular Service Fortnight, we will pay you the amount specified in the previous BCTI that we sent to you as payment for the relevant Service Fortnight.

Payment Process. C4.1 For the purposes of this clause C4, unless the context indicates otherwise, the following expressions shall have the following meanings: Expression Meaning BCTI Buyer Created Tax Invoice Payment Fortnight The fortnight following a Service Fortnight PPS Proposed Payment Schedule Service Fortnight The fortnight during which you have performed Services and in respect of which you are entitled to payment under this Agreement C4.2 We will pay you as follows: a. We will provide you, by post or facsimile, with a PPS not later than 2 Working Days prior to the end of the Service Fortnight. b. If you do not receive the PPS by the last Working Day of the Service Fortnight, you must notify our Payment Agent immediately. We will send you a copy of the relevant PPS within 1 one Working Day of receiving such notice from you. c. The PPS will specify the Subsidised Residents in respect of whom we anticipate we must make payment to you, and the applicable Residential Care Subsidy per Subsidised Resident based on the previous Service Fortnight’s payment to you. d. You shall complete the PPS and the documentation that accompanies the PPS in accordance with the instructions accompanying the PPS. e. You must verify by signature that the contents of the PPS and the documentation that accompanies the PPS are correct and return the PPS and the documentation to us within 5 Working Days of receipt of the PPS. f. We will send a BCTI to you following receipt of the verified PPS and documentation that accompanies the PPS. g. We will pay you in accordance with the BCTI not later than 10 Working Days after we receive the verified PPS. h. If we do not receive the PPS and documentation that accompanies the PPS in accordance with clause C4.2(e), we will not pay for the Service Fortnight until the fortnight following the Payment Fortnight, provided that we receive the PPS and documentation that accompanies the PPS that complies with clause C4.2(e) for the relevant Service Fortnight not later than 15 Working Days after the PPS was sent. C4.3 Despite clause C4.2, if we notify you in writing that you are not required to provide a PPS for a particular Service Fortnight, we will pay you the amount specified in the previous BCTI that we sent to you as payment for the relevant Service Fortnight.

Payment Process. C4.1 For (a) On the purposes of this clause C4, unless the context indicates otherwiseClosing Date, the following expressions Buyer shall have pay to Seller, by wire transfer of immediately available funds to accounts designated by Seller, an amount equal to the following meanings: Expression Meaning BCTI Purchase Price less the Earnest Money Deposit and all axxxxxx interest thereon (it being agreed that at Closing the Earnest Money Deposit and all acxxxxx interest thereon shall be disbursed from the escrow account in partial payment of the Purchase Price) and the Hold-Back Amounts. (b) As promptly as practicable, but no later than forty five (45) days after the Closing Date, the Buyer Created Tax Invoice Payment Fortnight shall cause to be prepared and delivered to the Seller a final balance sheet (the "Final Balance Sheet"). The fortnight following Final Balance Sheet shall be prepared on a Service Fortnight PPS Proposed Payment Schedule Service Fortnight The fortnight during which you have performed Services basis consistent with the Business Financial Statements and in respect accordance with GAAP. (c) If the Seller disagrees with the calculation of which you are entitled to payment under this Agreement C4.2 We will pay you as follows: a. We will provide youthe Inventory balance on the Final Balance Sheet, by post or facsimilethen within twenty (20) days after delivery of the Final Balance Sheet, with the Seller shall deliver a PPS not later than 2 Working Days prior notice to the end Buyer disagreeing with the calculation and setting forth the Seller's calculation of such Inventory balance as of the Service Fortnight. b. If you do not receive the PPS by the last Working Day of the Service Fortnight, you must notify our Payment Agent immediatelyClosing Date. We will send you a copy of the relevant PPS within 1 Working Day of receiving Any such notice from you. c. The PPS will of disagreement shall specify those items or amounts as to which the Subsidised Residents in respect of whom we anticipate we must make payment to youSeller disagrees, and the applicable Residential Care Subsidy per Subsidised Resident based Seller shall be deemed to have agreed with all other items and amounts in the Final Balance Sheet delivered by the Buyer. In connection with the preparation of the Final Balance Sheet, the Seller shall be permitted to observe the preparation thereof, and to review all work papers, books and records of the Buyer and its accountants associated with such preparation. The Seller shall cooperate with the Buyer and its accountants to the extent reasonable and practical in the course of preparing the Final Balance Sheet. The failure of Seller to deliver any notice of disagreement to Buyer within the time period referenced above shall result in Seller being conclusively deemed to be in agreement with the Final Balance Sheet. (d) If notice of disagreement shall be delivered pursuant to Section 3.4(c), the Buyer and the Seller shall, during the twenty (20) days following such delivery, use their commercially reasonable efforts to reach agreement on the previous Service Fortnight’s payment disputed items or amounts in order to you. d. You shall complete determine the PPS mutually agreeable Inventory balance as of the Closing Date. If the Buyer and the documentation Seller during such twenty (20) day period are unable to determine the Inventory balance as of the Closing Date, they shall promptly cause Deloitte & Touche, LLP ("D&T") to review this Agreement and the disputed items or amounts for the purpose of calculating the Inventory balance as of the Closing Date (it being understood that accompanies in making such calculation, D&T shall be functioning as an expert and not as an arbitrator or a mediator). Taking into account both the PPS Final Balance Sheet and the Seller's notice of disagreement and any other related correspondence between the Buyer and the Seller, D&T as promptly as is practicable in the circumstances (but in no case later than thirty (30) days from the date of the engagement of D&T) shall determine, in accordance with GAAP, the instructions accompanying the PPS. e. You must verify by signature that the contents Inventory balance as of the PPS Closing Date and shall deliver a report setting forth both the Inventory balance and in reasonable detail D&T's (e) Any payment pursuant to Section 3.2 shall be made within five (5) Business Days after (i) the expiration of the twenty (20) day period referred to in Section 3.4(c), if the Seller does not disagree with the Buyer's calculation of the Inventory balance as of the Closing Date, or (ii) the Seller and the documentation that accompanies Buyer have agreed upon the PPS are correct and return the PPS and the documentation to us within 5 Working Days of receipt Inventory balance as of the PPS. f. We will send a BCTI to you following receipt Closing Date, or (iii) D&T has delivered its computation of the verified PPS Inventory balance as of the Closing Date and documentation that accompanies related report. Such payment (together with all interest and/or income accrued thereon pursuant to the PPSEscrow Agreement) shall be made in immediately available funds by wire transfer to the Buyer or to Seller, as the case may be. g. We will pay you in accordance with the BCTI not later than 10 Working Days after we receive the verified PPS. h. If we do not receive the PPS and documentation that accompanies the PPS in accordance with clause C4.2(e), we will not pay for the Service Fortnight until the fortnight following the Payment Fortnight, provided that we receive the PPS and documentation that accompanies the PPS that complies with clause C4.2(e) for the relevant Service Fortnight not later than 15 Working Days after the PPS was sent. C4.3 Despite clause C4.2, if we notify you in writing that you are not required to provide a PPS for a particular Service Fortnight, we will pay you the amount specified in the previous BCTI that we sent to you as payment for the relevant Service Fortnight.