Common use of Xxxxxxxx and Payment Clause in Contracts

Xxxxxxxx and Payment. Section 8.1 As soon as practicable each Month, Gatherer will render to Producer (a) a statement setting forth: (i) the total MMBtu of Gas delivered at the Points of Receipt and Points of Delivery, during the preceding Month, (ii) the amount of compensation due Gatherer in accordance with this Agreement for gathering fees, Compression Fees and any amounts due from Producer to Gatherer for Negative Imbalances (determined in accordance with Section 2.5 of this Exhibit “A”), and (iii) any amounts due from Gatherer to Producer for any Positive Imbalances (determined in accordance with Section 2.5 of this Exhibit “A”); (b) an invoice that sets out all amounts due and owing by each Party under this Agreement, so that the Party owing the greater amount will make a simple payment of the net amount to the other Party; and (c) if Gatherer owes Producer a net amount, payment of that net amount. In addition to any remedies available at law or in equity, each Party and its affiliates and assignees shall have the right to setoff or net any amounts due and owing under this Agreement against any amounts due and owing under any other agreement in effect as of the date of this Agreement between any Party, on the one hand, and any other Party or one or more of its respective affiliates or assignees on the other hand, subject to any conditions to such set-off. Such statement and invoice will include information sufficient to explain and support both the amounts due and any adjustments thereto and will be mailed or electronically transmitted on the same Day as the invoice date. The Party owing the greater amount will pay to the other Party the net amount set forth in Gatherer’s invoice by the later of the twentieth (20th) Day of the Month or ten (10) Days from the date of such invoice, except when such Day is not a Business Day, in which case payment will be due on the following Business Day. Billing and payment obligations for each separate Producer shall be several and not joint. Section 8.2 Should either Party fail to pay the amount of any invoice rendered by the other Party hereunder when such amount is due, interest thereon will accrue from, but excluding, the due date to, and including, the date payment thereof is actually made at the lesser of: (i) the “Prime Rate” plus three percent (3%), computed on an annualized basis and compounded Monthly, and (ii) the maximum legal rate of interest permitted by applicable law. “Prime Rate” is the prime rate on corporate loans at large U.S. money center commercial banks as set forth in the Wall Street Journal “Money Rates” table under the Leading “Prime Rate,” or any successor thereto, on the first date of publication for the calendar month in which payment is due. The appropriate Party will render a late payment charge invoice to the other Party and the other Party will make payment therefore within ten (10) Days of such invoice. Except where a right of setoff is claimed by Producer as provided in 8.1 above, if Producer fails to pay any amount when due, and has not made payment within ten days after Gatherer’s written notice advising Producer or Gatherer’s intent to suspend performance under this Agreement, Gatherer may suspend gathering and delivery of Producer’s Gas under this Agreement until such amount is paid. Section 8.3 If any invoice is disputed by Producer in good faith, Producer will pay the undisputed amount and will, within ten (10) Days from the date of Gatherer’s invoice, give Gatherer written notification setting forth disputed amount and the basis there for. Producer and Gatherer will use reasonable diligence to resolve disputed amounts within thirty (30) Days following written notification. If the undisputed amount is not paid when due, the undisputed amount will be subject to late payment charges as described above. Any disputed amount which later is determined to be due to Gatherer, will be subject to late payment charges from the original due date. Section 8.4 Each Party will have the right at all reasonable times to audit the records of the other Party for any period for which an adjustment could be made in accordance with Section 8.5 of this Exhibit A” to the extent necessary to verify performance under any of the terms and conditions of this Agreement, provided that each Party will protect the confidentiality of such records. Section 8.5 Subsequent to any invoice having been paid, if any overcharge or undercharge in any form whatsoever will be found, Gatherer will refund the amount of any overcharge received by Gatherer, and Producer will pay the amount of any undercharge due Gatherer within thirty (30) Days after final determination thereof; provided, however, no retroactive adjustments will be made for any overcharge or undercharge beyond a period of twenty-four (24) Months from the date of the invoice. The provisions of this Section 8.5 of Exhibit “A” will survive the termination of this Agreement. Section 8.6 No adjustments, retroactive or prospective, will be made to volumes for prior periods, whether the result of volume allocation errors or any other reason other than meter calibration error, that involve changes that would be less than one hundred (100) MMBtu per Month.

Xxxxxxxx and Payment. Section 8.1 As soon as practicable each Month, Gatherer will render 13.1 Any invoices payable under this Agreement shall be provided to Producer (a) a statement setting forth: (i) the total MMBtu of Gas delivered at the Points of Receipt and Points of Delivery, other Party under this Agreement during the preceding Monthmonth shall be prepared within a reasonable time after the first day of each month. Each invoice shall indicate the month in which services were provided, shall fully describe the services rendered and shall be itemized to reflect the services performed or provided. The invoice shall be paid within sixty (ii60) days of the amount of compensation due Gatherer in accordance with invoice date. 13.2 Any payments required to be made by Local Distribution Company under this Agreement for gathering feesshall be made to Transmission Owner at the following address: Fax: Attention: Any payments required to be made by Transmission Owner under this Agreement shall be made to Local Distribution Company at the following address: Interstate Power and Light Company 000 Xxxxx Xxxxxx XX P.O. Box 351 Cedar Rapids, Compression Fees and IA, 00000-0000 Fax: (XXX) yyy-zzzz Attention: XXXXX YYYYY 13.3 The rate of interest on any amount not paid when due shall be equal to the Interest Rate in effect at the time such amount became due. Interest on delinquent amounts shall be calculated from the due from Producer date of the bill to Gatherer for Negative Imbalances (determined the date of the payment. When payments are made by mail, bills shall be considered as having been paid on the date of receipt by the other Party. Nothing contained in accordance with Section 2.5 this Article is intended to limit either Party’s remedies under Article 21 of this Exhibit “A”), and (iii) any amounts due from Gatherer to Producer for any Positive Imbalances (determined in accordance with Section 2.5 Agreement. 13.4 Payment of this Exhibit “A”); (b) an invoice that sets out all amounts due and owing by each shall not relieve the paying Party from any responsibilities or obligations it has under this Agreement, so that the Party owing the greater amount will make nor shall such payment constitute a simple payment waiver of the net amount to the other Party; and (c) if Gatherer owes Producer any claims arising hereunder. 13.5 If all or part of any bill is disputed by a net amount, payment of that net amount. In addition to any remedies available at law or in equity, each Party and its affiliates and assignees shall have the right to setoff or net any amounts due and owing under this Agreement against any amounts due and owing under any other agreement in effect as of the date of this Agreement between any Party, on that Party shall promptly pay the one hand, amount that is not disputed and any other Party or one or more of its respective affiliates or assignees on the other hand, subject to any conditions to such set-off. Such statement and invoice will include information sufficient to explain and support both the amounts due and any adjustments thereto and will be mailed or electronically transmitted on the same Day as the invoice date. The Party owing the greater amount will pay to provide the other Party the net amount set forth in Gatherer’s invoice by the later a reasonably detailed written explanation of the twentieth (20th) Day basis for the Dispute pursuant to Article 26. The disputed amount shall be paid into an independent escrow account pending resolution of the Month or ten (10) Days from Dispute, at which time the prevailing Party shall be entitled to receive the disputed amount, as finally determined to be payable, along with interest accrued at the Interest Rate through the date of such invoice, except when such Day is not a Business Day, in which case payment will be due on the following Business Day. Billing and payment obligations for each separate Producer shall be several and not joint. Section 8.2 Should either Party fail to pay the amount of any invoice rendered by the other Party hereunder when such amount is due, interest thereon will accrue from, but excluding, the due date to, and including, the date payment thereof is actually made at the lesser of: (i) the “Prime Rate” plus three percent (3%), computed on an annualized basis and compounded Monthly, and (ii) the maximum legal rate of interest permitted by applicable law. “Prime Rate” is the prime rate on corporate loans at large U.S. money center commercial banks as set forth in the Wall Street Journal “Money Rates” table under the Leading “Prime Rate,” or any successor thereto, on the first date of publication for the calendar month in which payment is due. The appropriate Party will render a late payment charge invoice to the other Party and the other Party will make payment therefore within ten (10) Days of such invoice. Except where a right of setoff is claimed by Producer as provided in 8.1 above, if Producer fails to pay any amount when due, and has not made payment within ten days after Gatherer’s written notice advising Producer or Gatherer’s intent to suspend performance under this Agreement, Gatherer may suspend gathering and delivery of Producer’s Gas under this Agreement until such amount is paid. Section 8.3 If any invoice is disputed by Producer in good faith, Producer will pay the undisputed amount and willmade, within ten (10) Days from the date business days of Gatherer’s invoice, give Gatherer written notification setting forth disputed amount and the basis there for. Producer and Gatherer will use reasonable diligence to resolve disputed amounts within thirty (30) Days following written notification. If the undisputed amount is not paid when due, the undisputed amount will be subject to late payment charges as described above. Any disputed amount which later is determined to be due to Gatherer, will be subject to late payment charges from the original due datesuch resolution. Section 8.4 Each 13.6 Neither Party will have the right at all reasonable times to audit the records of shall be responsible for the other Party for any period for which an adjustment could be made in accordance with Section 8.5 Party’s costs of this Exhibit A” to the extent necessary to verify performance collecting amounts due under any of the terms and conditions of this Agreement, provided that each Party will protect including attorney fees and expenses and the confidentiality expenses of such recordsarbitration. Section 8.5 Subsequent to any invoice having been paid, if any overcharge or undercharge in any form whatsoever will be found, Gatherer will refund the amount of any overcharge received by Gatherer, and Producer will pay the amount of any undercharge due Gatherer within thirty (30) Days after final determination thereof; provided, however, no retroactive adjustments will be made for any overcharge or undercharge beyond a period of twenty-four (24) Months from the date of the invoice. The provisions of this Section 8.5 of Exhibit “A” will survive the termination of this Agreement. Section 8.6 No adjustments, retroactive or prospective, will be made to volumes for prior periods, whether the result of volume allocation errors or any other reason other than meter calibration error, that involve changes that would be less than one hundred (100) MMBtu per Month.

Xxxxxxxx and Payment. Section 8.1 As soon as practicable each Month, Gatherer will render 13.1 Any invoices payable under this Agreement shall be provided to Producer (a) a statement setting forth: (i) the total MMBtu of Gas delivered at the Points of Receipt and Points of Delivery, other Party under this Agreement during the preceding Monthmonth shall be prepared within a reasonable time after the first day of each month. Each invoice shall delineate the month in which services were provided, shall fully describe the services rendered and shall be itemized to reflect the services performed or provided. The invoice shall be paid within sixty (ii60) days of the amount of compensation due Gatherer invoice date. All payments shall be made in accordance with immediately available funds payable to the other Party, or by wire transfer to a bank named by the Party being paid, provided that payments expressly required by this Agreement for gathering fees, Compression Fees and any amounts due from Producer to Gatherer for Negative Imbalances (determined be mailed shall be mailed in accordance with Section 2.5 13.2. 13.2 Any payments required to be made by Local Distribution Company under this Agreement shall be made to Transmission Provider at the following address: American Transmission Company LLC [address] Fax: Attention: Any payments required to be made by Transmission Provider under this Agreement shall be made to Local Distribution Company at the following address: [Load Distribution Company] [Street Address] [City], [State] [Zip] Fax: Attention: 13.3 The rate of interest on any amount not paid when due shall be equal to the Interest Rate in effect at the time such amount became due. Interest on delinquent amounts shall be calculated from the due date of the xxxx to the date of the payment. When payments are made by mail, bills shall be considered as having been paid on the date of receipt by the other Party. Nothing contained in this Article is intended to limit either Party's remedies under Article 22 of this Exhibit “A”), and (iii) any amounts due from Gatherer to Producer for any Positive Imbalances (determined in accordance with Section 2.5 Agreement. 13.4 Payment of this Exhibit “A”); (b) an invoice that sets out all amounts due and owing by each shall not relieve the paying Party from any responsibilities or obligations it has under this Agreement, so that the Party owing the greater amount will make nor shall such payment constitute a simple payment waiver of the net amount to the other Party; and (c) if Gatherer owes Producer any claims arising hereunder. 13.5 If all or part of any xxxx is disputed by a net amount, payment of that net amount. In addition to any remedies available at law or in equity, each Party and its affiliates and assignees shall have the right to setoff or net any amounts due and owing under this Agreement against any amounts due and owing under any other agreement in effect as of the date of this Agreement between any Party, on that Party shall promptly pay the one hand, amount that is not disputed and any other Party or one or more of its respective affiliates or assignees on the other hand, subject to any conditions to such set-off. Such statement and invoice will include information sufficient to explain and support both the amounts due and any adjustments thereto and will be mailed or electronically transmitted on the same Day as the invoice date. The Party owing the greater amount will pay to provide the other Party the net amount set forth in Gatherer’s invoice by the later a reasonably detailed written explanation of the twentieth (20th) Day basis for the Dispute pursuant to Article 27. The disputed amount shall be paid into an independent escrow account pending resolution of the Month or ten (10) Days from Dispute, at which time the prevailing Party shall be entitled to receive the disputed amount, as finally determined to be payable, along with interest accrued at the Interest Rate through the date of such invoice, except when such Day is not a Business Day, in which case payment will be due on the following Business Day. Billing and payment obligations for each separate Producer shall be several and not joint. Section 8.2 Should either Party fail to pay the amount of any invoice rendered by the other Party hereunder when such amount is due, interest thereon will accrue from, but excluding, the due date to, and including, the date payment thereof is actually made at the lesser of: (i) the “Prime Rate” plus three percent (3%), computed on an annualized basis and compounded Monthly, and (ii) the maximum legal rate of interest permitted by applicable law. “Prime Rate” is the prime rate on corporate loans at large U.S. money center commercial banks as set forth in the Wall Street Journal “Money Rates” table under the Leading “Prime Rate,” or any successor thereto, on the first date of publication for the calendar month in which payment is due. The appropriate Party will render a late payment charge invoice to the other Party and the other Party will make payment therefore within ten (10) Days of such invoice. Except where a right of setoff is claimed by Producer as provided in 8.1 above, if Producer fails to pay any amount when due, and has not made payment within ten days after Gatherer’s written notice advising Producer or Gatherer’s intent to suspend performance under this Agreement, Gatherer may suspend gathering and delivery of Producer’s Gas under this Agreement until such amount is paid. Section 8.3 If any invoice is disputed by Producer in good faith, Producer will pay the undisputed amount and willmade, within ten (10) Days from the date business days of Gatherer’s invoice, give Gatherer written notification setting forth disputed amount and the basis there for. Producer and Gatherer will use reasonable diligence to resolve disputed amounts within thirty (30) Days following written notification. If the undisputed amount is not paid when due, the undisputed amount will be subject to late payment charges as described above. Any disputed amount which later is determined to be due to Gatherer, will be subject to late payment charges from the original due datesuch resolution. Section 8.4 Each Party will 13.6 Subject to the Confidentiality provisions of Article 21, within two (2) years following a calendar year, during normal business hours, Local Distribution Company and Transmission Provider shall have the right at all reasonable times to audit each other's accounts and records pertaining to transactions under this Agreement that occurred during such calendar year at the offices where such accounts and records are maintained; provided that the audit shall be limited to those portions of such accounts and records that reasonably relate to the services provided to the other Party under this Agreement for said calendar year. The Party being audited shall be entitled to review the audit report and any period for which an adjustment could be made in accordance with Section 8.5 of this Exhibit A” to supporting materials. To the extent necessary that audited information includes Confidential Information, the auditing Party shall keep all such information confidential pursuant to verify performance Article 21. 13.7 Neither Party shall be responsible for the other Party's costs of collecting amounts due under any of the terms and conditions of this Agreement, provided that each Party will protect including attorney fees and expenses and the confidentiality expenses of such recordsarbitration. Section 8.5 Subsequent to any invoice having been paid, if any overcharge or undercharge in any form whatsoever will be found, Gatherer will refund the amount of any overcharge received by Gatherer, and Producer will pay the amount of any undercharge due Gatherer within thirty (30) Days after final determination thereof; provided, however, no retroactive adjustments will be made for any overcharge or undercharge beyond a period of twenty-four (24) Months from the date of the invoice. The provisions of this Section 8.5 of Exhibit “A” will survive the termination of this Agreement. Section 8.6 No adjustments, retroactive or prospective, will be made to volumes for prior periods, whether the result of volume allocation errors or any other reason other than meter calibration error, that involve changes that would be less than one hundred (100) MMBtu per Month.

Xxxxxxxx and Payment. Section 8.1 As soon as practicable each Month12.1 Throughout the Term of this Amended Agreement, Gatherer will render there shall be no payments due to Producer (a) a statement setting forth: (i) DLC by Generating Company solely for the total MMBtu continued connection of Gas delivered at the Points of Receipt Units to the Transmission System in existence on the Auction Closing Date. 12.2 Throughout this Amended Agreement, where one Party is requested or required to pay expenses incurred by the other Party, such expenses shall be paid only to the extent they are reasonable and Points of Delivery, incurred in accordance with Good Utility Practice and applicable law. 12.3 Any invoices for reimbursable services provided to the other Party under this Amended Agreement during the preceding Monthmonth shall be prepared within a reasonable time after the first day of each month. Each invoice shall delineate the month in which the services were provided, shall fully describe the services rendered and shall be itemized to reflect the services performed or provided. The invoice shall be paid within fifteen (ii15) days of the amount of compensation due Gatherer invoice date. All payments shall be made in accordance with immediately available funds payable to the other Party, or by wire transfer to a bank named by the Party being paid, provided that payments expressly required by this Amended Agreement for gathering fees, Compression Fees and any amounts due from Producer to Gatherer for Negative Imbalances (determined be mailed shall be mailed in accordance with Section 2.5 27.8. 12.4 The rate of this Exhibit “A”), and (iii) interest on any amount not paid when due shall be equal to the Interest Rate in effect at the time such amount became due. Interest on delinquent amounts shall be calculated from the due from Gatherer to Producer for any Positive Imbalances (determined in accordance with Section 2.5 of this Exhibit “A”); (b) an invoice that sets out all amounts due and owing by each Party under this Agreement, so that the Party owing the greater amount will make a simple payment date of the net amount xxxx to the date of payment. When payments are made by mail, bills shall be considered as having been paid on the date of receipt by the other Party; and (c) if Gatherer owes Producer a net amount, payment . Nothing contained in this Article is intended to limit either Party's remedies under Article 21 of that net amount. In addition to this Amended Agreement. 12.5 Payment of an invoice shall not relieve the paying Party from any remedies available at law responsibilities or in equity, each Party and its affiliates and assignees shall have the right to setoff or net any amounts due and owing obligations it has under this Agreement against Amended Agreement, nor shall such payment constitute a waiver of any amounts due and owing under claims arising hereunder. 12.6 If all or part of any other agreement in effect as of the date of this Agreement between any xxxx is disputed by a Party, on that Party shall promptly pay the one hand, amount that is not disputed and any other Party or one or more of its respective affiliates or assignees on the other hand, subject to any conditions to such set-off. Such statement and invoice will include information sufficient to explain and support both the amounts due and any adjustments thereto and will be mailed or electronically transmitted on the same Day as the invoice date. The Party owing the greater amount will pay to provide the other Party the net amount set forth in Gatherer’s invoice by the later a reasonably detailed written explanation of the twentieth (20th) Day basis for the Dispute pursuant to Article 25. The disputed amount shall be paid into an independent escrow account pending resolution of the Month or ten (10) Days from Dispute, at which time the prevailing Party shall be entitled to receive the disputed amount, as finally determined to be payable, along with interest accrued at the Interest Rate through the date of such invoice, except when such Day is not a Business Day, in which case payment will be due on the following Business Day. Billing and payment obligations for each separate Producer shall be several and not joint. Section 8.2 Should either Party fail to pay the amount of any invoice rendered by the other Party hereunder when such amount is due, interest thereon will accrue from, but excluding, the due date to, and including, the date payment thereof is actually made at the lesser of: (i) the “Prime Rate” plus three percent (3%), computed on an annualized basis and compounded Monthly, and (ii) the maximum legal rate of interest permitted by applicable law. “Prime Rate” is the prime rate on corporate loans at large U.S. money center commercial banks as set forth in the Wall Street Journal “Money Rates” table under the Leading “Prime Rate,” or any successor thereto, on the first date of publication for the calendar month in which payment is due. The appropriate Party will render a late payment charge invoice to the other Party and the other Party will make payment therefore within ten (10) Days of such invoice. Except where a right of setoff is claimed by Producer as provided in 8.1 above, if Producer fails to pay any amount when due, and has not made payment within ten days after Gatherer’s written notice advising Producer or Gatherer’s intent to suspend performance under this Agreement, Gatherer may suspend gathering and delivery of Producer’s Gas under this Agreement until such amount is paid. Section 8.3 If any invoice is disputed by Producer in good faith, Producer will pay the undisputed amount and willmade, within ten (10) Days from the date business days of Gatherer’s invoice, give Gatherer written notification setting forth disputed amount and the basis there for. Producer and Gatherer will use reasonable diligence to resolve disputed amounts within thirty (30) Days following written notification. If the undisputed amount is not paid when due, the undisputed amount will be subject to late payment charges as described above. Any disputed amount which later is determined to be due to Gatherer, will be subject to late payment charges from the original due datesuch resolution. Section 8.4 Each Party will 12.7 Within two (2) years following a calendar year, during normal business hours, Generating Company and DLC shall have the right at all reasonable times to audit each other's accounts and records pertaining to transactions under this Amended Agreement that occurred during such calendar year at the offices where such accounts and records are maintained; provided that the audit shall be limited to those portions of such accounts and records that reasonably relate to the services provided to the other Party under this Amended Agreement for said calendar year. The Party being audited shall be entitled to review the audit report and any period for which an adjustment could be made in accordance with Section 8.5 of this Exhibit A” to supporting materials. To the extent necessary that audited information includes Confidential Information, the auditing Party shall keep all such information confidential pursuant to verify performance under any of the terms Article 20 and conditions of this Agreement, provided that each Party will protect the confidentiality of such records. Section 8.5 Subsequent to any invoice having been paid, if any overcharge or undercharge in any form whatsoever will be found, Gatherer will refund the amount of any overcharge received by GathererFERC Order Nos. 888 and 889, and Producer will pay the amount of any undercharge due Gatherer within thirty (30) Days after final determination thereof; provided, however, no retroactive adjustments will be made for any overcharge or undercharge beyond a period of twenty-four (24) Months from the date of the invoice. The provisions of this Section 8.5 of Exhibit “A” will survive the termination of this Agreementsuccessors thereto. Section 8.6 No adjustments, retroactive or prospective, will be made to volumes for prior periods, whether the result of volume allocation errors or any other reason other than meter calibration error, that involve changes that would be less than one hundred (100) MMBtu per Month.