Purchase Price and Payment Schedule Sample Clauses

Purchase Price and Payment Schedule. The total purchase price for the Rig, shall be Five Million Six Hundred Twenty-Five Thousand and no/100 Dollars ($5,625,000.00) (the "Purchase Price"), together with any applicable state or local taxes, if any, to be paid as follows: a. upon execution of this Agreement, a deposit in an amount which is equal to ten percent (10%) of the Purchase Price, $562,500.00 ("the First Deposit"), will be made by Purchaser to Seller via wire transfer to Seller's designated bank account, receipt of which for purposes of this Agreement shall occur when the wire transfer is confirmed as received by Seller's bank, which will be held by Seller in constructive trust and applied to the Purchase Price upon delivery and acceptance of the Rig; and b. at the time of sixty (60) days from the date of execution of this Agreement, a second deposit of ten percent (10%) of the Purchase Price, $562,500.00 ("the Second Deposit"), will be paid by Purchaser to Seller via wire transfer to Seller's designated bank account, which will be held by Seller in constructive trust and applied to the Purchase Price upon delivery and acceptance of the Rig; and c. the balance of the Purchase Price, together with any and all applicable state or local taxes, if any, due on the Purchase Price, will be paid by Purchaser to Seller via wire transfer to Seller's designated bank account upon Delivery and Acceptance of the Rig as hereinafter defined, and such approval and payment shall not be unreasonably withheld by the Purchaser.
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Purchase Price and Payment Schedule. The option price shall be TWO HUNDRED SIXTEEN THOUSAND, SIX HUNDRED FIFTY SEVEN DOLLARS (US$216,657.00) to be paid as set forth below, plus 600,000 common shares in the capital stock of JKR, plus a work commitment for exploration expenditures in the amount of US$1,500,000, plus a royalty as set forth in 2.4 below. 2.3.1 Optionee shall pay a total of US$216,657 as follows: 2.3.1.1 US$100,000 on or before September ______, 2009; 2.3.1.2 Reimburse Optionor US$16,567 on August 31, 2009 for claim maintenance fees incurred by Optionor; 2.3.1. 3 US$100,000 on or before August 31, 2010;
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Purchase Price and Payment Schedule. The purchase price (the “Purchase Price”) for the Property shall be ________________________________________ payable as follows: _____________________ no/100 Dollars ($__________________) (the “Xxxxxxx Money”), shall be deposited by Buyer into escrow with the Escrow Agent on the date of execution by the Seller (the “Opening of Escrow”) to be held in escrow by the Escrow Agent until Close of Escrow (as hereinafter defined). Such Xxxxxxx Money shall be credited to the Buyer at close of Escrow. The balance of the Purchase Price, _______________________ and no/100 Dollars ($________________) shall be paid into Escrow by Buyer on or before the Close of Escrow in cash or cashier’s check in order that funds shall be immediately available to Seller at Close of Escrow.
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Purchase Price and Payment Schedule. The purchase price payable by the Purchaser to Vendor for the Purchased Assets will be US$3,750,000 (the “Purchase Price”) plus the Consideration Shares (as defined below). Vendor acknowledges having received an initial payment of US$413,895 towards the Purchase Price from the Purchaser, which payment was made on the following days in the amounts as described beside each date: Date Payment Amount (US Dollars) October 2, 2018 $24,990.00 October 10,2018 $18,990.00 October 11, 2018 $64,985.00 October 19, 2018 $34,990.00 October 22, 2018 $94,990.00 October 23, 2018 $29,990.00 October 26, 2018 $44,990.00 November 7, 2018 $19,990.00 November 27, 2018 $49,990.00 November 28, 2018 $29,990.00 The remainder of the Purchase Price shall be payable and delivered by the Purchaser to Vendor according to the following schedule: (a) Prior to the Closing Date but on or before March , 2019, Purchaser shall pay Vendor US$40,000 via wire transfer of immediately available funds pursuant to the instructions provided by Vendor to Purchaser on or before March , 2019; (b) On the Closing Date, Purchaser shall issue to Vendor 20,000,000 common shares in the capital of Purchaser (the “Consideration Shares”), at a deemed issue price of $0.05 per Consideration Share. The Parties acknowledge and agree that, if after Effective Date and prior to the Closing Date, the Purchaser shall subdivide its outstanding common shares, by split-up or otherwise, or combine its outstanding common shares, by consolidation or otherwise, the number of Consideration Shares issuable hereunder shall forthwith be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination, and the deemed issue price of such Consideration Shares shall forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination; and (c) On the Closing Date, Purchaser shall issue to Vendor a secured promissory note in the original principal amount of US$3,296,105 (the “Note”) together with executing a security agreement (the “Security Agreement”), substantially in form attached hereto as Exhibit A.
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Purchase Price and Payment Schedule. 4.1 The purchase price of the Aircraft is Twenty Seven Million and no/100ths Dollars (US$27,000,000.00). The purchase price of the Aircraft shall be decreased One Thousand and no/100ths Dollars (US$1,000.00) for each flight hour logged on the Aircraft as of the Readiness Date in excess of Two Thousand Five Hundred (2,500) hours. (The purchase price, net of any adjustment required herein, is hereinafter the "PURCHASE PRICE"). 4.2 The Purchase Price shall be paid by Buyer in accordance with the following schedule: AMOUNT TIMING ------ ------ U.S.$1,000,000.00 "Deposit" due ninety (90) days after execution of this Agreement. Balance of Purchase Upon Closing and Delivery Price of Aircraft 4.3 The Closing transaction will go through Aero Records & Title Co., 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, Attention: Xxxx Xxxxx ("ESCROW AGENT") with Seller and Buyer paying all escrow fees. Seller shall pay all filing/recording fees for the Xxxx of Sale and Registration Application and the release of any liens. Buyer shall furnish all funds by wire transfer to the account of Escrow Agent pursuant to the wiring instructions attached hereto as Exhibit C. Seller shall execute the Xxxx of Sale and deliver it to Escrow Agent on or before the Delivery Date. On the Delivery Date, Buyer shall wire transfer the balance of the Purchase Price, and its share of the escrow fees, to the account of Escrow Agent and Seller shall direct the Escrow Agent to file the Xxxx of Sale with the FAA. 4.4 Seller and Buyer agree that the Deposit shall be held as security for Buyer's performance under this Agreement. The Deposit shall be deposited in an interest bearing account with Escrow Agent with interest accruing to the benefit of Buyer so long as Buyer is not in default of this Agreement. The Deposit shall be disbursed to Seller after Seller has signed and delivered to Escrow Agent all documents and instruments that must be signed by Seller to complete the sale of the Aircraft to Buyer.
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Purchase Price and Payment Schedule. 4.1 Bioglan shall pay to Medicis for the Products and the Product Rights, a net consideration of Eleven Million One Hundred Thousand Dollars US ($11,100,000 US), exclusive of any Value Added Taxes (the "Purchase Price"). The Purchase Price shall be paid to Medicis as follows: 4.1.1 an initial sum of Five Hundred Thousand dollars US ($500,000 US) paid to Medicis within twenty-four hours of the execution of this Agreement; and 4.1.2 a further sum of Ten Million Six Hundred Thousand Dollars US ($10,600,000 US) be paid to Medicis at the Closing Date subject to satisfactory due diligence. 4.2 Upon payment by Bioglan to Medicis of the Purchase Price provided for in sub-clause 4.1 hereof, Medicis shall execute and deliver to Bioglan an assignment in the form of Exhibit "A" hereto of the Trademarks and a Bill xx Sale in the form of Exhibit "B" to be attached hereto for the Products and Product Rights. 4.3 Contemporaneously with the Closing (as defined below), Bioglan and Medicis shall enter into a separate agreement pursuant to which Bioglan will license to 3 Medicis use certain technologies in connection with Medicis' products containing the active ingredient ciclopirox. 4.4 For the avoidance of doubt, if Bioglan terminates this Agreement as a result of matters disclosed during the due diligence process, (regardless of the nature of such matters) or Medicis elects to unwind the transaction in accordance with Clause 14.6 hereof, the initial sum payable pursuant to the Clause 4.1.1 hereof shall NOT be refunded to Bioglan. 4.5 All payments made hereunder shall be made in United States Dollars by telegraphic transfer in immediately available funds to the Medicis bank account as previously provided to Bioglan.
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Purchase Price and Payment Schedule. The option price shall be TWO HUNDRED SIXTEEN THOUSAND, SIX HUNDRED FIFTY SEVEN DOLLARS (US$216,657) to be paid as set forth below, plus 600,000 common shares in the capital stock of JKR, plus a work commitment for exploration expenditures in the amount of US$1,500,000, plus a royalty as set forth in 1.4 below. 2.3.1 Optionee shall pay a total of US$216,657 as follows: 2.3.1.1 US$100,000 on or before September __, 2009; 2.3.1.2 Reimburse Optionor US$16,567 on August 31, 2009 for 2.3.1.3 US$100,000 on or before August 31, 2010; 2.3.1.4 Issue to Optionor 600,000 common shares of capital stock of JKR Gold Resources Inc., (the “JKR shares”) on or before August 31, 2009; 2.3.1.5 Expend a total of US$1,500,000 in exploration expenditures (“Exploration Expenditures”) on the Properties on or before August 31, 2012, as set forth in Paragraph 1.2 above.
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Purchase Price and Payment Schedule. The purchase price for the property being conveyed hereunder shall be $ and shall be paid as follows: (a) $ having been paid as a deposit. (b) $ to be paid by . (c) $ paid at the time of delivery of the deed, in cash, or by certified, bank, treasurer or cashier's check, drawn on a Massachusetts bank and paid directly to the TOWN without the need for further endorsement. Total purchase price: In addition to the purchase price described herein, the BUYER shall make a grant to the TOWN of $ for the purposes of improvements to TOWN property in the immediate vicinity of the premises.
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Purchase Price and Payment Schedule 
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Related to Purchase Price and Payment Schedule

  • 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.

  • 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.

  • 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.

  • 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.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Purchase Price Allocation Not more than one hundred eighty (180) days after the Closing Date, Buyer will deliver to the Members a schedule allocating the Base Purchase Price (as adjusted pursuant to Section 2.3.2) as provided in this Section 2.6. As soon as practicable after payment of each of (a) the Final Working Capital Adjustment, (b) the Earnout Amount for the fiscal year ended December 31, 2013, (c) the Earnout Amount for the fiscal year ended December 31, 2014, and (d) the Earnout Amount for the fiscal year ended December 31, 2015, Buyer will deliver to the Members a schedule allocating each such payment in accordance with this Section 2.6. Buyer and the Members agree that the aggregate amount of (a) the Base Purchase Price (as adjusted pursuant to Section 2.3.2), plus (b) the Final Working Capital Adjustment, plus (c) any Earnout Amount received shall be allocated in the following amounts or consistent with the following methodology: (a) first, to the tangible assets of the Company, (b) second, an amount not to exceed Six Hundred Thousand Dollars ($600,000) shall be allocated, solely for Tax purposes, to the non-compete described in Section 6.14, and (c) third, any remaining amount shall be allocated to goodwill and other intangible assets. Except as otherwise required by law or pursuant to a “determination” under Section 1313(a) of the Code, Buyer and the Members agree to act, and will act, and will cause their Affiliates to act, in accordance with such allocations for purposes of all income Taxes, and neither Buyer nor the Members will take any position inconsistent therewith in any Tax Return or similar filings (including IRS Form 8594), any refund claim, any litigation, or otherwise. The Parties acknowledge and agree that the allocation of the Purchase Price as set forth above shall not limit the amount of damages that Buyer may seek for any breach of the covenants contained in Article VI.

  • 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;

  • 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.

  • 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.

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