Common use of Procedures and Payment Clause in Contracts

Procedures and Payment. Subject to Section 14.4 (Disputed Charges), Sears shall pay all Pass-Through Expenses directly to the applicable suppliers following review, validation and approval of such Pass-Through Expenses by CSC. Before submitting an invoice to Sears for any Pass-Through Expense, CSC shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits for Sears. CSC shall deliver (or cause to be delivered) to Sears the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC has reviewed and validated the invoiced charges, within ten (10) Business Days after CSC’s receipt thereof or, if earlier, at least fifteen (15) Business Days prior to the date on which payment is due if such invoice was received by CSC; provided that if CSC receives an invoice within fifteen (15) Business Days of its due date, CSC shall deliver such invoice to Sears within two (2) Business Days of CSC’s receipt. In addition, if the supplier offers a discount for payment prior to a specified date, CSC shall deliver such invoice and associated documentation to Sears at least fifteen (15) Business Days prior to such date. To the extent CSC fails to comply with its obligations under this Agreement, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by the Eligible Recipients. In addition, to the extent CSC fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amounts.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Unless otherwise agreed by the Parties, Sears New Century shall pay all Pass-Through Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Expenses by CSCSupplier. No new Pass-Through Expenses may be added without New Century’s prior consent, which it may withhold in its sole discretion. Before submitting an invoice to Sears New Century for any Pass-Through Expense, CSC Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier vendor and use commercially reasonable efforts to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits credits, rebates, discounts or other incentives for SearsNew Century. CSC Supplier shall deliver (or cause to be delivered) to Sears New Century the original supplier vendor invoice, together with any documentation supporting such invoice and a statement that CSC Supplier has reviewed and validated the invoiced charges, within ten (10) Business Days days after CSCSupplier’s receipt thereof orthereof; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen five (155) Business Days business days prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen invoice, documentation and statement at least five (155) Business Days of its business days prior to the due date, CSC Supplier shall deliver such promptly notify New Century and, at New Century’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Supplier shall use commercially reasonable efforts to deliver such invoice and associated documentation to Sears New Century at least fifteen five (155) Business Days days prior to such date. To the extent CSC Supplier fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by New Century and/or the Eligible Recipients. In additionFor the avoidance of doubt, Pass-Through Expenses do not include amounts owed by any Eligible Recipient to a third party in connection with Supplier’s performance of the Services under Exhibit 2.2. To the extent CSC Supplier fails to process any invoice in accordance with this provision within six ninety (690) months days after CSC’s receipt thereofthe payment due date of such invoice, CSC Supplier shall be financially responsible for payment of twelve (12%) percent of the invoiced amounts. In addition, to the extent Supplier fails to process any such invoice in accordance with this provision within one hundred eighty (180) days after the payment due date of such invoice, Supplier shall be financially responsible for payment of all such of the invoiced amounts.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Supplier shall administer Pass-Through Expenses identified in the applicable Supplement as follows. Unless otherwise agreed by the Parties, Sears Kraft shall pay all Pass-Through Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Expenses by CSCSupplier. Where the applicable information was provided to Supplier, Supplier shall review taxes, surcharges and user fees for reasonableness on a periodic basis, however Kraft acknowledges that Supplier will have no obligation to verify the accuracy of any taxes, surcharges or usage fees. No new Pass-Through Expenses may be added without Kraft’s prior consent. Before submitting an invoice to Sears Kraft for any Pass-Through Expense, CSC Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier vendor to correct any errors or omissions, use commercially reasonable efforts to resolve any questions or issues issues, and obtain any applicable credits for SearsKraft. CSC Supplier shall deliver (or cause to be delivered) to Sears Kraft the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC Supplier has reviewed and validated the invoiced charges, within ten (10) Business Days 10 days after CSCSupplier’s receipt thereof orthereof; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen (15) Business Days five business days prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen (15) Business Days of its invoice, documentation and statement at least five business days prior to the due date, CSC Supplier shall deliver such promptly notify Kraft and, at Kraft’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Supplier shall use commercially reasonable efforts to deliver such invoice and associated documentation to Sears Kraft at least fifteen (15) Business Days five business days prior to such date. To the extent CSC Supplier fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by Kraft and/or the Eligible Recipients. In additionNo new Pass-Through Expenses may be added without Kraft’s prior consent, to the extent CSC fails to process any invoice which it may withhold in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amountsits sole discretion.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Service Provider shall administer and invoice Allegheny for Pass-Through Expenses identified in Schedule 4J as follows. Unless otherwise agreed by the Parties, Sears Allegheny shall pay all Pass-Through Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Expenses by CSCService Provider. No new Pass-Through Expenses may be added without Allegheny’s prior consent. Before submitting an invoice to Sears Allegheny for any Pass-Through Expense, CSC Service Provider shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier vendor to correct any errors or omissions, and use commercially reasonable efforts to resolve any questions or issues and obtain any applicable credits for SearsAllegheny. CSC Service Provider shall deliver (or cause to be delivered) to Sears Allegheny the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC Service Provider has reviewed and validated the invoiced charges, within ten (10) Business Days days after CSCService Provider’s receipt thereof orthereof; provided that, if earlier, Service Provider shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen five (155) Business Days business days prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen invoice, documentation and statement at least five (155) Business Days of its business days prior to the due date, CSC Service Provider shall deliver such promptly notify Allegheny and, at Allegheny’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Service Provider shall use commercially reasonable efforts to deliver such invoice and associated documentation to Sears Allegheny at least fifteen five (155) Business Days business days prior to such date. To the extent CSC fails to comply with *** No new Pass-Through Expenses may be added without Allegheny’s prior consent, which it may withhold in its obligations under this Agreement, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by the Eligible Recipients. In addition, to the extent CSC fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amountssole discretion.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Unless otherwise agreed by the Parties, Sears the Eligible Recipients shall pay all Pass-Through Administered Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Administered Expenses by CSCSupplier. No new Administered Expenses may be added without Ascension Health and the other applicable Eligible Recipient’s prior consent, which they may withhold in their sole discretion. Before submitting an invoice to Sears any Administered Expenses for any Pass-Through Expensepayment, CSC Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier vendor to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits credits, rebates, discounts or other incentives for Searsthe Eligible Recipient. CSC ASCENSION HEALTH CONFIDENTIAL MPSA Page 37 Supplier shall deliver (or cause to be delivered) to Sears the Eligible Recipient the original supplier vendor invoice, together with any documentation supporting such invoice and a statement that CSC has reviewed and validated the invoiced charges, within ten (10) Business Days [**] days after CSCSupplier’s receipt thereof orthereof; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen (15) Business Days [**] business days prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen (15) Business Days of its invoice, documentation and statement at least [**] business days prior to the due date, CSC Supplier shall deliver such promptly notify the Eligible Recipient and, at the Eligible Recipient’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Supplier shall use commercially reasonable efforts to deliver such invoice and associated documentation to Sears the Eligible Recipient at least fifteen (15) Business Days [**] business days prior to such date. During the [**], Supplier shall use commercially reasonable efforts to deliver all such invoices and associated documentation to the Eligible Recipient by the end of the month and, to the extent that is not possible, Supplier shall provide the Eligible Recipient with information sufficient to accrue the applicable expenses on or before the end of such month. To the extent CSC Supplier fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by the Eligible Recipients. In addition, to the extent CSC Supplier fails to process and pay any invoice in accordance with this provision within six (6) months [**] days after CSCSupplier’s receipt thereofof such invoice, CSC it shall be financially responsible for the payment of all such invoiced amounts. All Services to be performed by Supplier with respect to Administered Expenses are included in the Charges. Supplier shall not charge any handling or administrative charge in connection with its processing or review of Administered Expenses. The Parties agree that there will not be any Administered Expenses under this Agreement, unless otherwise expressly specified in an applicable Supplement and that this provision shall not apply to Managed Third Party Agreements as described in Section 4.5(c).

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Unless otherwise agreed by the Parties, Sears Allianz shall pay all Pass-Through Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Expenses by CSCSupplier. No new Pass-Through Expenses may be added without Allianz's prior consent. Before submitting an invoice to Sears for any Pass-Through ExpenseExpenses for payment, CSC Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier vendor to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits credits, rebates, discounts or other incentives for SearsAllianz. CSC Supplier shall deliver (or cause to be delivered) to Sears Allianz the original supplier vendor invoice, together with any documentation supporting such invoice and a statement that CSC Supplier has reviewed and validated the invoiced charges, within ten (10) Business Days days after CSCSupplier’s receipt thereof orthereof; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen five (155) Business Days business days prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen invoice, documentation and statement at least five (155) Business Days of its business days prior to the due date, CSC Supplier shall deliver such promptly notify Allianz and, at Allianz’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Supplier shall deliver such invoice and associated documentation to Sears Allianz at least fifteen five (155) Business Days days prior to such date. In addition, during the last month of each calendar quarter, Supplier shall deliver all such invoices and associated documentation to Allianz by the end of the month and, to the extent that is not possible, Supplier shall provide Allianz with information sufficient to accrue the applicable expenses on or before the end of such month. To the extent CSC Supplier fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by Allianz and/or the Eligible Recipients. In addition, to the extent CSC fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amounts.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges), Sears Xxxxxxxx shall pay all Pass-Through Expenses directly to the applicable suppliers following review, validation and approval of such Pass-Through Expenses by CSCProvider. Before submitting an invoice to Sears Xxxxxxxx for any Pass-Through Expense, CSC Provider shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits for SearsXxxxxxxx. CSC Provider shall deliver (or cause to be delivered) to Sears Xxxxxxxx the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC Provider has reviewed and validated the invoiced charges, within ten (10) Business Days days after CSC’s Provider's receipt thereof or, if earlier, at least fifteen (15) Business Days thereof. To the extent that an invoice is received by Provider less than ten days prior to the date on which payment is due if such invoice was received by CSC; provided that if CSC receives an invoice within fifteen (15) Business Days of its due date, CSC Provider shall use commercially reasonable efforts to deliver such invoice to Sears within invoice, documentation and statement at least two (2) Business Days days after the date Provider receives such invoice; and provided further that, if it is not possible to deliver such invoice, documentation and statement at least two (2) days after the date Provider receives such invoice, Provider shall promptly notify Xxxxxxxx and, at Xxxxxxxx' option, either request additional time for review and validation or submit the invoice for Final Confidential and Proprietary Information of CSC’s receiptIBM and Xxxxxxxx payment subject to subsequent review and validation. In addition, if the supplier offers a discount for payment prior to a specified date, CSC Provider shall deliver such invoice and associated documentation to Sears Xxxxxxxx at least ten (10) days prior to such date if Provider has received such invoice at least fifteen (15) Business Days days prior to such the specified date. To the extent CSC Provider fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by Xxxxxxxx and/or the Eligible Recipients. In addition, to the extent CSC fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amounts.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges), Sears shall pay all Pass-Through Expenses directly to the applicable suppliers following review, validation and approval of such Pass-Through Expenses by CSC. Before submitting an invoice to Sears for any Pass-Through Expense, CSC shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits for Sears. CSC shall deliver (or cause to be delivered) to Sears the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC has reviewed and validated the invoiced charges, within ten (10) Business Days after CSC’s receipt thereof or, if earlier, at least fifteen (15) Business Days prior to the date on which payment is due if such invoice was received by CSC; provided that if CSC receives an invoice within fifteen (15) Business Days of its due date, CSC shall deliver such invoice to Sears within two (2) Business Days of Table of Contents CSC’s receipt. In addition, if the supplier offers a discount for payment prior to a specified date, CSC shall deliver such invoice and associated documentation to Sears at least fifteen (15) Business Days prior to such date. To the extent CSC fails to comply with its obligations under this Agreement, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by the Eligible Recipients. In addition, to the extent CSC fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereof, CSC shall be financially responsible for the payment of all such invoiced amounts.

Procedures and Payment. Subject to Section 14.4 (Disputed Charges), Sears TXU shall pay all Pass-Through Expenses directly to the applicable suppliers following review, validation and approval of such Pass-Through Expenses by CSCVendor. Before submitting an invoice to Sears TXU for any Pass-Through Expense, CSC Vendor shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier to correct any errors or omissions, resolve any questions or issues and obtain any applicable credits for SearsTXU. CSC Vendor shall deliver (or cause to be delivered) to Sears TXU the original supplier invoice, together with any documentation supporting such invoice and a statement that CSC Vendor has reviewed and validated the invoiced charges, within ten (10) Business Days days after CSC’s Vendor's receipt thereof orthereof, or if earlier, at least fifteen three (153) Business Days days prior to the date on which payment is due if such invoice was received by CSC; provided that if CSC receives an invoice within fifteen Vendor at least ten (1510) Business Days of its days prior to such due date, CSC shall deliver such invoice to Sears within two (2) Business Days of CSC’s receipt. In addition, if the supplier offers a discount for payment prior to a specified date, CSC Vendor shall deliver such invoice and associated documentation to Sears TXU at least fifteen ten (1510) Business Days days prior to such date. To the extent CSC Vendor fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible for any resulting discounts lost or any late fees or interest charges incurred by the Eligible Recipients. In TXU and in addition, to the extent CSC Vendor fails to process any invoice in accordance with this provision within six (6) months after CSC’s receipt thereofprovision, CSC it shall be financially responsible for the any penalties associated with late payment of all with respect to such invoiced amounts., provided that in each such case TXU notified Vendor of the importance of processing the applicable Pass-Through Expense in a timely manner and accordance with the underlying invoice terms

Procedures and Payment. Subject to Section 14.4 (Disputed Charges)Unless otherwise agreed by the Parties, Sears CoreLogic shall pay all Pass-Through Administered Expenses directly to the applicable suppliers vendors following review, validation and approval of such Pass-Through Administered Expenses by CSCSupplier. No new Administered Expenses may be added without CoreLogic’s prior consent, which it may withhold in its sole discretion. Before submitting an invoice to Sears any Administered Expenses for any Pass-Through Expensepayment, CSC Supplier shall (i) review and validate the invoiced charges, (ii) identify any errors or omissions, and (iii) communicate with the applicable supplier to correct vendor so that the vendor corrects any errors or omissions, resolve any questions or issues and obtain any applicable credits credits, rebates, discounts or other incentives for SearsCoreLogic. CSC Supplier shall deliver (or cause to be delivered) to Sears CoreLogic the original supplier vendor invoice, together with any documentation supporting such invoice and a statement that CSC Supplier has reviewed and validated the invoiced charges, within ten *** (10***) Business Days *** after CSCSupplier’s receipt thereof orof an accurate, error-free invoice from the applicable vendor; provided that, if earlier, Supplier shall use commercially reasonable efforts to deliver such invoice, documentation and statement at least fifteen *** (15***) Business Days *** prior to the date on which payment is due due; and provided further that, if it is not possible to deliver such invoice was received by CSC; provided that if CSC receives an invoice within fifteen invoice, documentation and statement at least *** (15***) Business Days of its *** prior to the due date, CSC Supplier shall deliver such promptly notify CoreLogic and, at CoreLogic’s option, either request additional time for review and validation or submit the invoice for payment subject to Sears within two (2) Business Days of CSC’s receiptsubsequent review and validation. In addition, if the supplier vendor offers a discount for payment prior to a specified date, CSC Supplier shall use commercially reasonable efforts to deliver such invoice and associated documentation to Sears CoreLogic at least fifteen *** (15***) Business Days *** prior to such date. During the last month of each calendar quarter, Supplier shall use commercially reasonable efforts to deliver all such invoices and associated documentation to CoreLogic by the end of the month and, to the extent that is not possible, Supplier shall provide CoreLogic with information sufficient to accrue the applicable expenses on or before the end of such month. To the extent CSC Supplier fails to comply with its obligations under this Agreementhereunder, it shall be financially responsible *** for any resulting discounts lost *** or any late fees or interest charges incurred *** by the Eligible Recipients***. In addition, to the extent CSC Supplier fails to process and submit for payment any invoice in accordance with this provision within six *** (6***) months *** after CSCSupplier’s receipt thereofof such invoice (which shall mean, CSC where Supplier reviewed and arranged with the applicable third party vendor to receive a corrected invoice within a period of *** (***) *** after Supplier’s receipt of such invoice, *** (***) *** after Supplier’s receipt of such corrected invoice), CoreLogic shall be remain financially responsible for the payment of all such invoiced amounts; however, such amounts shall be paid directly by Supplier and invoiced to CoreLogic on an amortized basis without interest, divided into equal payments over a period of (x) *** (***) *** if the amount paid by Supplier to such vendor is less than *** percent (***%) of the annual base Charges of the applicable Supplement or (y) *** (***) *** if the amount paid by Supplier to such vendor is equal to or greater than *** percent (***%) of the annual base Charges of the applicable Supplement. All Services to be performed by Supplier with respect to Administered Expenses are included in the Charges. Supplier shall not charge any handling or administrative charge in connection with its processing or review of Administered Expenses.