PRICE AND PAYMENT PROVISIONS Sample Clauses

PRICE AND PAYMENT PROVISIONS. 5.1 PRICING Licensee shall pay to GeoTel for licenses for Programs, Technical Support, Support Services and other Services obtained pursuant to this Agreement the applicable prices determined pursuant to the pricing and discounts set forth in Exhibit C, but subject to the other requirements of this Article 5. The pricing and discounts for both the Programs and Services set forth in said Exhibit C shall be firm for the Term of this Agreement, provided that on any anniversary of the Effective Date during the Term of this Agreement, GeoTel may, by providing written notice of the same to Licensee no less than one hundred twenty (120) days prior to said anniversary date, increase the then-current license fees for the Programs set forth in Exhibit C by the lesser of (i) five percent (5%) or (ii) the difference between the then-current license fee for a Program set forth in Exhibit C and the commercially available list price for such Program that will be in effect as of said anniversary date. Should GeoTel at any time make any of the Programs or Services generally commercially available at a lower price than as then listed in Exhibit C prior to application of any available discount, then the Exhibit C pricing shall be reduced accordingly retroactive to the effective date of such lower generally commercially available prices.

PRICE AND PAYMENT PROVISIONS. 5.1 In consideration of the License granted herein and the Materials and/or Services (if any) provided pursuant hereto, Customer shall pay to Supplier the fees set forth in the Commercial Terms Schedule and/or other Schedule hereto. 5.2 Invoices must be submitted by Supplier within ninety (90) days of the delivery of Materials hereunder or of the relevant milestone set forth in a Statement of Work under the Professional Services Schedule. 5.3 All invoices shall be payable within sixty (60) days net of receipt of an accurate invoice submitted in accordance with this Agreement provided that Customer has received notification from the carrier that the Materials have been shipped. Any sum not paid by Customer within fifteen (15) days written notice by Supplier that such payment is due, may bear interest until paid at a rate of 0.75% per month (9% per annum) or the maximum rate permitted by law, whichever is less, unless Customer's failure to pay such sums is due to Supplier's failure to comply with its obligations hereunder.

PRICE AND PAYMENT PROVISIONS. (For fixed price work only.) ----------------------------------------- A. The University will make progress payments as the work proceeds. Progress payments shall be based on estimates of work accomplished which meets the standards of quality established in the Subcontract and approved by the University. Progress payments will be made monthly. The Subcontractor shall furnish a breakdown of the progress payment showing the amount included therein for each principal category of the work (labor, equipment and facilities) which shall substantiate the payment amount requested, in such detail as requested by the University. B. When the University approves a request for a progress payment, the University will retain five (5) percent of the payment amount. However, if satisfactory progress has not been made, the University may retain up to ten (10) percent of the amount of any payment until satisfactory progress is achieved. When satisfactory progress has been re-established, the University may release the excess retention for payment. C. When the work is substantially complete, the University may retain from previously withheld amounts or future progress payments that amount the University considers adequate for protection of the University and may release to the Subcontractor all the remaining withheld funds. The University will pay the total fixed price, including any retention, after: 1. Completion and acceptance of all work in accordance to the following Facility Acceptance Principles: a. On-site reviews to be held no less than quarterly. These sessions will review progress to date and projected progress for the next quarter. Laboratory representatives will observe the physical plant and all equipment assembled as of that point. b. Review of the Subcontractor's equipment check-out results. The Laboratory representatives may review the actual equipment, any testing data, etc. c. A final on-site review to be held no later than one month after Facility completion. This review will include a walk-through, demonstration of major equipment as requested by the Laboratory representatives, and inspection of the entire facility as deemed appropriate. 2. Presentation of a properly executed voucher; and 3. Presentation of an executed Assignment and Release, releasing all claims against the University and Government arising by virtue of this Subcontract other than claims, in stated amounts, that the Subcontractor has specifically excepted from the operation of the release...

PRICE AND PAYMENT PROVISIONS. 7.1 In consideration of the Services performed by Supplier hereunder, Supplier shall invoice Customer at such times, and Customer shall pay Supplier, such fees as are set forth in the Statement(s) of Work. 7.2 All invoices shall be payable within forty five (45) days of the date of invoice. Any sum not paid by Customer within due date will bear interest from date of invoice until paid at a rate of 1.00% per month (12% per annum). 7.3 The fees prescribed by Section 7.1 do not include taxes or other duties which are for the account of Customer, excluding taxes based on Supplier’s income. 7.4 Upon submission of an invoice, Customer shall reimburse Supplier for reasonable travel and incidental expenses actually without mxxx-up incurred in connection with Services provided hereunder, provided, however, that (a) all such costs shall be subject to the prior written consent of Customer (b) all travel shall be in economy class, (c) subsistence expenses shall not exceed Customer’s then current per-diem amounts, (d) if Customer so requests, Supplier shall use the same hotel facilities as those used by Customer, (e) if Customer so requests, Supplier shall use the travel facilities made available to them by Customer and (f) all such expenses shall be supported by appropriate justifications.

PRICE AND PAYMENT PROVISIONS. 7.1 In consideration of the Products and/or Services (if any) provided pursuant to an Order, Partner shall pay to Darktrace the Fees set forth in such Order. FEES DUE WITH RESPECT TO AN ORDER ARE NON-REFUNDABLE AND NON-CANCELLABLE. For the avoidance of doubt, Darktrace will not offer refunds if the license term is terminated early for any reason; or offer refunds and/or credits if any End User fails to pay Partner. PARTNER AGREES TO BE LIABLE FOR ALL FEES SET FORTH IN AN ORDER, INCLUDING WHERETHE APPLICABLE END USER FAILS TO PAY SUCH FEES. No credits shall be made for the return of defective parts of the Product(s) except as otherwise provided in the Agreement. 7.2 Partner shall make payments to Darktrace within thirty (30) calendar days (unless otherwise agreed with respect to an Order) of issue of an accurate invoice submitted by email in accordance with the Agreement. Unless agreed otherwise in an Order, Darktrace can issue an invoice upon the first date of delivery of the Product under an Order. For Canada, United States, United Kingdom, the Customer can make payments via direct debit. Direct debit will be required for any monthly payments. To the extent Partner fails to make payment, without prejudice to its other remedies, Darktrace may: (a) demand that Partner make full or partial payment in advance, accept bills of exchange or bank guarantees for Darktrace’s benefit, or provide other satisfactory security or guarantees that invoices will be promptly paid when due; (b) charge interest at the annual rate of 2% above the base rate of HSBC Bank plc. and all charges incurred in collection (including reasonable attorneys’ fees); and/or (c) suspend Services. No discounts for prepayment are authorized hereunder. Darktrace has the right to reject an Order if Partner has failed to make payment on any other Order. 7.3 All prices are exclusive of sales, use, excise, value added, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Product(s) unless otherwise agreed in an Order. The fees do not include taxes or other duties which are for the account of Partner, excluding taxes based on Darktrace’s income. Any such charges will be added to the price or subsequently invoiced to Partner. Should Customer be required under any law or regulation of any governmental entity or authority outside of the United Kingdom to withhold or deduct any portion of the payments due to ...

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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.
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.
Price and Payment Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction. Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged. Subject to clause 4.4 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received. Where there is an end client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the end client. If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable Where the Supplier enters into a Sub-Contract, the Supplier shall: pay any valid invoice received from its subcontractor within 30 days following receipt of the relevant invoice payable under the Sub-Contract; and include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 4.6.1 of this Agreement.
Price and Payments 4.1. Prices are as stated in NEVION’s acknowledgement. All quotations are on ex works (factory) terms (as defined in INCOTERMS ®2010) and are exclusive of carriage, insurance, VAT or other charges and duties and also exclude any applicable fees or royalties. The price will include the licence fee for the Customer’s right to use any Software where a software licence is included with the Equipment unless otherwise stated in a quote or licence agreement. 4.2. The Customer is responsible for arranging transport and providing NEVION with timeous transport instructions. 4.3. Unless expressly stated in the order confirmation, receipt of payment in full in cleared funds is a condition precedent to NEVION’s obligation to ship Equipment or supply Services under a Contract. 4.4. Where payment terms require a letter of credit to be issued in favour of NEVION, the Customer shall arrange for an unconditional irrevocable letter of credit to be issued, and if required by NEVION, confirmed, by a first class bank or financial institution approved by NEVION and otherwise on terms as NEVION shall specify. 4.5. Where credit terms have been agreed, should the Customer fail to make payment in full by the due date, without prejudice to any other right or remedy available to NEVION, NEVION may: (a) terminate the Contract or suspend any further deliveries (whether under the same Contract or not) in accordance with condition 11; (b) appropriate any payment made by the Customer as it sees fit; (c) charge a monthly fee of 1.5%; (d) charge storage for any undelivered Equipment at its current rates;
Purchase Price and Payment The total Purchase Price for the Property is the amount of the successful bid for the Cabin/Home Site at public auction plus the Maximum Value of the Personal Property.
Purchase Price and Payment Date Each Asset purchased by the Receiver pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such Asset less the Related Liability Amount applicable to such Asset, in each case determined as of the applicable Put Date. If the difference between such Repurchase Price and such Related Liability Amount is positive, then the Receiver shall pay to the Assuming Institution the amount of such difference; if the difference between such amounts is negative, then the Assuming Institution shall pay to the Receiver the amount of such difference. The Assuming Institution or the Receiver, as the case may be, shall pay the purchase price determined pursuant to this Section 3.4(d) not later than the twentieth (20th) Business Day following the applicable Put Date, together with interest on such amount at the Settlement Interest Rate for the period from and including such Put Date to and including the day preceding the date upon which payment is made.
Notice and Payment A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express. B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.
Fees and Payment Terms 4.1. When Customer’s Fees are Due: All Fees charged under the Agreement are due and payable on the due date quoted on the invoices generated by Aptum, unless otherwise agreed to in writing by the Parties. Invoices shall be issued in accordance with the applicable Product Terms.
Contract Price and Payment In consideration of the Contractor's due and proper performance of its obligations under the Contract, the Contractor may charge the Authority or, as the case may be, any Beneficiary the Contract Price in accordance with this Clause 6. The only sums payable by the Authority or any Beneficiary to the Contractor for the provision of the Services shall be the Contract Price. All other costs, charges, fees and expenses of whatever kind arising out of or in connection with the Contract shall be the responsibility of the Contractor. In accordance with the Contract, where the Contractor is required to provide Deliverables, the Authority or any Beneficiary shall be entitled to withhold payment of the Contract Price pending receipt and acceptance of the Deliverables in accordance with the Specification. Unless otherwise agreed in writing by the Authority or any Beneficiary and the Contractor, within 15 days of the end of each calendar month, the Contractor shall invoice the Authority or, as the case may be, any Beneficiary for any Services provided by the Contractor in that calendar month. Such invoice shall be rendered on the Contractor's own invoice form clearly marked with the Authority’s or the Beneficiary's order number (if any). Invoices must show the period to which they relate and the aspects of the Services for which payment is claimed together with the agreed charging rates and any other details the Authority or the Beneficiary may require. Failure to provide such information will entitle the Authority or the Beneficiary to delay payment of the Contract Price until such information is provided. Subject to Clauses 6.3 and 6.6, the Authority or any Beneficiary shall pay any invoice submitted by the Contractor in accordance with Clause 6.4 within 30 days of receipt by the Authority or the Beneficiary of such invoice. The Authority or the Beneficiary shall pay such invoice(s) by BACS (Bank Automated Clearing System) if it so chooses or any alternate means as agreed between the Authority or the Beneficiary and the Contractor. The Authority and any Beneficiary shall be entitled to deduct from any monies due or to become due to the Contractor any monies owing to the Authority or the Beneficiary from the Contractor. Where the performance of the Contractor does not meet the required standard then a deduction as set out in the Specification or as agreed by the Parties may be made. Except where otherwise stated in the Order, the Contract Price is exclusive of VAT which shall be payable, if applicable, by the Authority or any Beneficiary in addition to such Contract Price. The invoice provided to the Authority or any Beneficiary by the Contractor in accordance with Clause 6.4 shall show the VAT calculations separately. The Contractor will keep accurate books and records in relation to the provision of the Services in accordance with sound and prudent financial management. All such books and records shall be made available to the Authority at regular intervals of not less than quarterly. In the event of the Authority or any Beneficiary breaching Clause 6.5, the Contractor shall be entitled to charge interest on the outstanding amount owed by the Authority or such Beneficiary in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Subject to Clauses 6.12 and 6.13, the Contract Price shall not be subject to any increase whatsoever by the Contractor during the Contract Period. In the event that the Contract is varied under Clauses 22 or 23 in such a way as to affect the Contract Price and if agreement between the Parties cannot be reached on the adjustment to the Contract Price within 3 months both Parties shall jointly act to resolve the dispute in accordance with Clause 24. If the adjusted Contract Price is not so agreed or certified until after such variation has taken effect, the Authority or any Beneficiary shall continue to pay the Contractor at the rate current prior to the variation but shall pay to the Contractor or be entitled to recover from the Contractor as the case may be such sum if any as is equal to the difference between the amount which should have been paid in accordance with the adjusted Contract Price and the amount which was actually paid. In the event that the Contract ends or is terminated otherwise than at the end of a complete year, the sum payable by the Authority or any Beneficiary under Clause 6 shall be one twelfth of the annual sum which would otherwise have been payable for the complete year for each completed month.

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