Common use of XXXXXXXX and Payment Clause in Contracts

XXXXXXXX and Payment. 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. Upon written notice to Buyer and the Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided that Contractor shall recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the Department the Opinion Fee upon issuance of Xxxxxx’s written reports and the Opinion. Expenses shall be specifically and individually identified at the end of the invoice, together with attached receipts and a total cumulative statement. Additional information shall be provided upon request by the Department. Contractor also shall transmit to the Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for payment. The Department will send such summary invoice to Buyer, and Buyer shall pay such invoice within 14 days after receipt. If the 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 no event more than 7 days from receipt) 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 termination or expiration of the Agreement for audit purposes. Contractor shall make available to Buyer, on request, copies of itemized billing statements, receipts and any additional information after the Department concludes its review and has issued its report.

XXXXXXXX and Payment. The Department A. Payment to Outside Counsel shall enter into a written agreement (“Payment Agreement”) with Buyer for providing payment be made by ACTA from time to Contractor for services time in due course of payments, but not more frequently than once each month, and expenses. Under only upon the Payment submission of an itemized invoice as described in this Agreement, once Contractor’s billing statements showing in reasonable and complete detail the services rendered and reimbursable costs and expenses incurred in connection with the services rendered. Outside Counsel and ACTA mutually recognize that legal services performed under this Agreement are being paid for with public funds and that, therefore, a heightened duty of care exists in Outside Counsel and ACTA to ensure that Outside Counsel scrupulously adheres to principles of moderation, frugality and cost consciousness in carrying out the goals of this Agreement. Outside Counsel pledges to observe a duty of reasonableness and cost effective representation in all aspects of this Agreement. B. Each invoice shall be signed by Outside Counsel's Supervising Attorney shall include the following certification: "I certify under penalty of perjury that the above invoice is just and correct according to the terms of ACTA Agreement No. and that payment has not been received. I further certify that none of the items contained in said invoice have been reviewed submitted for reimbursement to any other company or agency." Signature Further, Outside Counsel shall certify that its members and approved by employees have performed the Departmentwork and incurred the costs and expenses in full conformance with the provisions of this Agreement and that it is entitled to receive said amount pursuant to the terms of this Agreement. In the event Co-General Counsel assigns additional matters unrelated to each other to Outside Counsel, the Department will send a summary invoice to Buyer, separate 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 distinct identification must be resolved directly with Buyer. Contractor reflected on each invoice submitted to ACTA and detailed description of work performed as assigned by Co­ General Counsel as described above. C. Outside Counsel shall have no obligation not xxxx for hours other than those expressly devoted to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and Buyer. Upon written notice to Buyer and the Department, Contractor may stop providing services tasks as authorized under this Agreement, and Outside Counsel shall not xxxx for time not specifically assigned by Co-General Counsel. Outside Counsel shall not use legal professionals for secretarial work, and under no circumstances, xxxx for time consumed by attorneys making copies or scheduling appointments or taking care of matters or work which would otherwise be performed by a clerk or a secretary. Any and all conferences and activities engaged by Outside Counsel shall be fully described in complete detail and shall only take place when assigned by Co-General Counsel. D. ACTA shall not pay for more than one attorney doing any particular task unless Co-General Counsel has given its prior written approval. ACTA will not pay for two or more attorneys attending the same deposition or court appearance unless approved by Co-General Counsel. ACTA will pay for the time recorded by more than one attorney for in-office conferences, but only if any payment payable the conference is an occasional and necessary strategy meeting relating to Contractor pursuant some significant legal event or proceeding. E. ACTA shall not pay for duplicative time charges by two or more attorneys, e.g., for legal research, reviewing documents, drafting documents, except as approved in writing by Co-General Counsel. ACTA shall not pay for "training" or "apprenticeship" time. ACTA shall not pay for the involvement of attorneys who work on the case irregularly or sporadically, unless a particular attorney has a special expertise that substantially advances a particular project or the prosecution/defense of a case. F. Use of paralegals is encouraged providing they meet the requirements set forth herein. Assignment of work to paralegals should not result in duplicative activity between attorneys and paralegals, or the Payment Agreement is reworking or rewriting of paralegals' work product by attorneys. ACTA shall not received within five business days after pay for paralegal time spent performing clerical/secretarial work (e.g., filing, indexing, sorting, organizing, photocopying and xxxxx stamping documents) unless Co-General Counsel has given its due date under the Payment Agreement; provided that Contractor shall recommence its services prior written approval. ACTA expects paralegals to perform true paralegal work, e.g., research, document productions, preparing discovery or responses, interviewing witnesses, etc. X. Xxxxxxxx under this Agreement immediately upon receipt shall not be made in more than one-tenth of all payments then due an hour (six minute) increments, and payableshall represent the devotion of a full six minutes before such an increment is billed. Contractor will invoice Under no circumstances shall Outside Counsel use "block billing" procedures, wherein a list of series of activities is done each day with only an aggregate amount of time specified. Instead, Outside Counsel shall provide a detailed specific entry for each separate task and sub-task reflecting the Department the Opinion Fee upon issuance of Xxxxxx’s written reports and the Opiniontime for such task or subtask. Expenses All tasks set forth in Outside Counsel's billing documentation shall be specifically highly specific and individually identified at the end highly detailed. Overly generalized listings of the invoicetask descriptions such as "review contract", together with attached receipts and "prepare for negotiations", "review/send communications" or similar entries shall not be acceptable. Outside Counsel shall provide detailed descriptions providing a total cumulative statement. Additional information meaningful record to an independent auditor reviewing said task description. H. Each billing statement shall be provided upon request identified by the Department. Contractor also shall transmit a unique number and itemized to the Department a summary invoice containing only the Opinion Feeinclude: a) Project name; b) Staffing level(s), expenses incurred pursuant to this Agreement, hourly rates and instructions specific activities for payment. The Department will send such summary invoice to Buyer, and Buyer shall pay such invoice within 14 days after receipt. If the Transactions are terminated each attorney 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 paralegal; 1) Each activity shall be reimbursed for (1) out of pocket expenses incurred to date and (billed in a reporting format as set forth in Exhibit B. 2) fees A detailed description of specific activities for services already rendered. The Department each attorney and/or paralegal shall promptly include, but is not limited to: (and in no event more than 7 days from receipta) 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 In-person conferences. (3b) years after the termination or expiration of the Agreement for audit purposes. Contractor shall make available to Buyer, on request, copies of itemized billing statements, receipts and any additional information after the Department concludes its review and has issued its reportTelephone calls.

XXXXXXXX and Payment. The Department Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof 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 exercised on or before the second Business Day immediately preceding the Closing Date) shall be made on the date and approved 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 Department, several Underwriters through 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 Representatives of the Payment Agreement between purchase price thereof to or upon the Department and Buyerorder of the Company by wire transfer payable in same-day funds to an account specified by the Company. Upon written notice to Buyer and Delivery of the Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided that Contractor shall recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the Department the Opinion Fee upon issuance of Xxxxxx’s written reports and the Opinion. Expenses Underwritten Securities shall be specifically and individually identified at made through the end facilities of The Depository Trust Company unless the invoice, together with attached receipts and a total cumulative statement. Additional information Representatives shall be provided upon request by the Department. Contractor also shall transmit to the Department a summary invoice containing only the Opinion Fee, expenses incurred pursuant to this Agreement, and instructions for payment. The Department will send such summary invoice to Buyer, and Buyer shall pay such invoice within 14 days after receiptotherwise instruct. If the Transactions are terminated and/or Contractor’s work option provided for in Section 2(b) hereof is stopped 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 DepartmentRepresentatives (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 any reason other than Contractor’s material breach of its obligations under this Agreementthe Option Securities occurs after the Closing Date, prior the Company will deliver to the issuance Representatives on the settlement date for the Option Securities, and the obligation of Contractor’s written reports and Opinions, Contractor the Underwriters to purchase the Option Securities shall be reimbursed for (1) out conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of pocket expenses incurred such date the opinions, certificates and letters delivered on the Closing Date pursuant to date and (2) fees for services already renderedSection 6 hereof. The Department shall promptly (and in no event more than 7 days from receipt) 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 Delivery of Contractor’s work papers relating to this Agreement and its services hereunder the Option Securities shall be maintained by made through the Contractor for three (3) years after facilities of The Depository Trust Company unless the termination or expiration of the Agreement for audit purposes. Contractor Representatives shall make available to Buyer, on request, copies of itemized billing statements, receipts and any additional information after the Department concludes its review and has issued its reportotherwise instruct.

XXXXXXXX and Payment. The Department shall enter into a written agreement (“Payment Agreement”) with Buyer 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 BuyerDLP, and Buyer 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 BuyerDLP. Contractor shall have no obligation to provide services until it has reviewed and approved terms of the Payment Agreement between the Department and BuyerDLP and received an initial retainer payment of $75,000 from DLP. Upon written notice to Buyer DLP and the Department, Contractor may stop providing services under this Agreement, if any payment payable to Contractor pursuant to the Payment Agreement is not received within five business days after its due date under the Payment Agreement; provided that Contractor shall recommence its services under this Agreement immediately upon receipt of all payments then due and payable. Contractor will invoice the Department the Opinion balance of the Fixed-Fee upon issuance of XxxxxxExpert’s written reports report and opinion. Such invoice shall be for review solely by the OpinionDepartment 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 end of the invoice, together with attached receipts and a total cumulative statement. Additional information shall be provided upon request by the Department. Contractor also shall transmit to the Department a summary invoice containing only the Opinion balance of the Fixed-Fee, expenses incurred pursuant to this Agreement, and instructions for payment. The Department will send such summary invoice to BuyerDLP, and Buyer DLP shall pay such invoice within 14 days after receipt. If the Transactions are 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 reports report and Opinionsopinion, Contractor then Contractor’s total fee for all services furnished shall be reimbursed for (1) $75,000 plus out of pocket expenses incurred to date and (2) fees for services already rendereddate. The Department shall promptly (and in no event more than 7 days from receipt) review Contractor's billing statement and, upon approval, shall transmit a request to Buyer 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 termination or expiration of the Agreement for audit purposes. Contractor shall make available to BuyerDLP, on request, copies of itemized billing statements, receipts and any additional information after the Department concludes its review and has issued its report.