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.
Pricing Terms (1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Customer.
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.
Pricing and Payment Terms Customer Payment terms shall be as set forth in the Master Agreement.
Pricing Term Sheet The Company will prepare a final pricing term sheet containing a description of the final terms of the Securities, in a form approved by the Representatives and containing the information in Schedule C hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time period required by such rule (such term sheet, the “Pricing Term Sheet”).
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.
Pricing and Payment Prices for each Product and any terms and conditions for invoicing and payment will be established by Customer’s Reseller.
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.
Prices and Payment 2.1 The price for the Goods will be the price as referred to in the Order Confirmation (“Price”) and, unless otherwise agreed in writing, is exclusive of:
2.1.1 Any costs of insurance, carriage and delivery of the Goods;
2.1.2 Taxes (including VAT), import duties or levies (as applicable).
FEES AND PAYMENT SCHEDULE The fees and payment schedule for furnishing services under this Contract shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Contract. Contractor shall provide County with his/her/its Federal Tax I.D. number prior to submitting the first invoice.
