Common use of Xxxxxxxx and Payment Clause in Contracts

Xxxxxxxx and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the second Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with Buyer for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to Buyer, and Buyer shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with Buyer. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and payment for the Underwritten Securities Buyer. Upon written notice to Buyer and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) Opinion Fee upon issuance of Expert’s written reports and the Opinion. Expenses shall be made on the date specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof payment. The Department will send such summary invoice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities Buyer, and Buyer shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided Transactions are terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s written reports and Opinions, Contractor shall be reimbursed for (1) out of pocket expenses incurred to date and (2) fees for services already rendered. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to Buyer for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives Buyer, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with Buyer for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to Buyer, and Buyer shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with Buyer. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and payment for the Underwritten Securities Buyer. Upon written notice to Buyer and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) Opinion Fee upon issuance of Xxxxxx’s written reports and the Opinion. Expenses shall be made on the date specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof payment. The Department will send such summary invoice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities Buyer, and Buyer shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided Transactions are terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s written reports and Opinions, Contractor shall be reimbursed for (1) out of pocket expenses incurred to date and (2) fees for services already rendered. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to Buyer for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives Buyer, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with Buyer for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to Buyer, and Buyer shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with Buyer. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and payment for the Underwritten Securities Buyer. Upon written notice to Buyer and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) Expert Fee upon issuance of Expert’s Report. Invoices shall include a complete billing record showing the hours worked, the rates at which the hours were billed, the persons performing the services, and a brief description of the services performed. Expenses shall be made on the date specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives Department a summary invoice containing only the Expert Fee, expenses incurred pursuant to this Agreement, and instructions for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof payment. The Department will send such summary invoice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities Buyer, and Buyer shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided Transactions are terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s Report, Contractor shall be reimbursed for (1) out of pocket expenses incurred to date and (2) fees for services already rendered. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to Buyer for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives Buyer, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with DMC and/or Vanguard for providing payment to Contractor for services and expenses. Under the Payment Agreement, payment will be due to the Contractor within 14 days after review and approval of the billing by the Department. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with DMC and/or Vanguard. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the DMC Consultant Payment Agreement between the Department and DMC and/or Vanguard and received an initial retainer payment of $25,000 from DMC and/or Vanguard. Contractor will prepare weekly billing statements for review solely by the Department for payment by DMC on a services-rendered basis and shall include an itemization of the services performed together with dates, times, individual performing the work, and amount for which Contractor requests compensation. Expenses shall be specifically and individually identified at the end of the bill, together with attached receipts and a total cumulative statement. Additional information shall be provided upon request by the Department Contractor shall transmit to the Department summary billing invoices containing only the total amount of fees for services, expenses for the Underwritten Securities billing period, and instructions for payment. This non-itemized statement may be provided directly to DMC as the Option Securities basis for payment to Contractor. The Department shall promptly (if the option provided and in any event within 7 days from receipt) review Contractor’s billing statements and, upon approval, shall transmit a request to DMC for in Section 2(b) hereof shall have been exercised on or before the second Business Day immediately preceding the Closing Date) payment. These documents and any supporting documents shall be made on maintained by the date and at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days Contractor for three (3) years after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery close of the Securities Contract for audit purposes. Contractor shall be made make available to the Representatives for the respective accounts DMC, on request, copies of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised itemized billing statements, receipts and any additional information after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with LifePoint for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to LifePoint, and LifePoint shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with LifePoint. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and payment for the Underwritten Securities LifePoint. Upon written notice to LifePoint and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) Opinion Fee upon issuance of Expert’s written reports and the Opinions. Expenses shall be made on the date specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof payment. The Department will send such summary invoice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities LifePoint, and LifePoint shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided Transactions are terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s written reports and Opinions, Contractor shall be reimbursed out of pocket expenses incurred to date. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to LifePoint for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives LifePoint, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with DMC and/or Vanguard for providing payment to Contractor for services and expenses. Under the Payment Agreement, payment will be due to the Contractor within 14 days after review and approval of the billing by the Department. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with DMC and/or Vanguard. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the DMC Consultant Payment Agreement between the Department and DMC and/or Vanguard and received an initial retainer payment of $25,000 from DMC and/or Vanguard. Contractor will prepare weekly billing statements for review solely by the Department for payment by DMC on a services-rendered basis and shall include an itemization of the services performed together with dates, times, individual performing the work, and amount for which Contractor requests compensation. Expenses shall be specifically and individually identified at the end of the xxxx, together with attached receipts and a total cumulative statement. Additional information shall be provided upon request by the Department Contractor shall transmit to the Department summary billing invoices containing only the total amount of fees for services, expenses for the Underwritten Securities billing period, and instructions for payment. This non-itemized statement may be provided directly to DMC as the Option Securities basis for payment to Contractor. The Department shall promptly (if the option provided and in any event within 7 days from receipt) review Contractor’s billing statements and, upon approval, shall transmit a request to DMC for in Section 2(b) hereof shall have been exercised on or before the second Business Day immediately preceding the Closing Date) payment. These documents and any supporting documents shall be made on maintained by the date and at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days Contractor for three (3) years after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery close of the Securities Contract for audit purposes. Contractor shall be made make available to the Representatives for the respective accounts DMC, on request, copies of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised itemized billing statements, receipts and any additional information after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives on the date specified by the Representatives (which shall be within two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with Buyer for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to Buyer, and Buyer shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with Buyer. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and Buyer and received an initial retainer payment for the Underwritten Securities of $37,500 from Buyer. Upon written notice to Buyer and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) balance of the Opinion Fee upon issuance of SRR’s written report and the Opinion. Expenses shall be made on the date specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof payment. The Department will send such summary invoice to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities Buyer, and Buyer shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided Transaction is terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s written report and Opinion, then Contractor’s total fee for all services furnished shall be $50,000 plus out-of-pocket expenses incurred to date. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to Buyer for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives Buyer, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.

Xxxxxxxx and Payment. Delivery The Department shall enter into a written agreement (“Payment Agreement”) with DLP for providing payment to Contractor for services and expenses. Under the Payment Agreement, once Contractor’s billing statements have been reviewed and approved by the Department, the Department will send a summary invoice to DLP, and DLP shall pay all invoices within 14 days after receipt. Contractor acknowledges and agrees that the Department shall have no obligation to Contractor for payments for services or expenses. All disputes regarding compensation must be resolved directly with DLP. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and DLP and received an initial retainer payment for the Underwritten Securities of $75,000 from DLP. Upon written notice to DLP and the Option Securities (Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the option Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided for in Section 2(b) hereof that Contractor shall have been exercised on or before recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the second Business Day immediately preceding Department the Closing Date) balance of the Fixed-Fee upon issuance of Expert’s written report and opinion. Such invoice shall be made on for review solely by the date Department and shall include an itemization of the services performed together with dates, times and individuals performing the work. Expenses shall be specifically and individually identified at the time specified in Schedule I hereto, or at such time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery end of the Securities invoice, together with attached receipts and a total cumulative statement. Additional information shall be made provided upon request by the Department. Contractor also shall transmit to the Representatives for Department a summary invoice containing only the respective accounts balance of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof Fixed-Fee, expenses incurred pursuant to or upon the order of the Company by wire transfer payable in same-day funds this Agreement, and instructions for payment. The Department will send such summary invoice to an account specified by the Company. Delivery of the Underwritten Securities DLP, and DLP shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructpay such invoice within 14 days after receipt. If the option provided contemplated transaction is terminated and/or Contractor’s work is stopped by the Department, for any reason other than Contractor’s material breach of its obligations under this Agreement, prior to the issuance of Contractor’s written report and opinion, then Contractor’s total fee for all services furnished shall be $75,000 plus out of pocket expenses incurred to date. The Department shall promptly (and in Section 2(bno event more than 7 days from receipt) hereof is exercised review Contractor's billing statement and, upon approval, shall transmit a request to DLP for payment. All invoices and summary invoices and all supporting documents, together with all of Contractor’s work papers relating to this Agreement and its services hereunder shall be maintained by the Contractor for three (3) years after the second Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense termination or expiration of the Company) Agreement for audit purposes. Contractor shall make available to the Representatives DLP, on the date specified by the Representatives (which shall be within two Business Days after exercise request, copies of said option) for the respective accounts of the several Underwritersitemized billing statements, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs receipts and any additional information after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, Department concludes its review and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instructhas issued its report.