Common use of Billing and Payment Terms Clause in Contracts

Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed and paid for in the following manner (i) each Party shall invoice the other Party on a monthly basis (such invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollars. (b) If any invoice is not paid in full within sixty (60) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date. (c) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of the Services in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b).

Billing and Payment Terms. (a) All amounts ▇▇▇▇▇▇ Express agrees to pay Cendant Operations in accordance with, and subject to, the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due under this Agreement as set forth in Exhibit A shall be billed and paid for in accumulate interest at the following manner (i) each Party shall invoice rate of 10 percent per annum or the other Party on a monthly basis maximum lawful rate, whichever is less (such invoice rate being referred to set forth a description herein as the “Interest Rate“). Upon the termination of the Services, Cendant Operations will invoice ▇▇▇▇▇▇ Express for Services provided and reasonable documentation to support incurred or other applicable charges since the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which last invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice terms and (iii) payment of all invoices conditions set forth herein and in respect of the Services provided hereunder shall be made in U.S. Dollars.Exhibit A. (b) In the event ▇▇▇▇▇▇ Express does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to ▇▇▇▇▇▇ Express of such payment default, have no further obligation pursuant to this Agreement to provide Services to ▇▇▇▇▇▇ Express until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, ▇▇▇▇▇▇ Express delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If any invoice is Cendant Operations determines in good faith that such amounts are still due and payable and ▇▇▇▇▇▇ Express has not paid in full such amounts within sixty five (605) days after the date Business Days of the invoicesuch notice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days Cendant Operations may suspend all Services under this Agreement and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment datedisputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) If there is ▇▇▇▇▇▇ Express shall promptly notify Cendant Operations in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations will research the items in question in a Dispute (as defined in Section 11.10) between reasonably prompt manner and cooperate to resolve any differences with ▇▇▇▇▇▇ Express. In the event that the Parties regarding mutually agree that any amount that was paid by ▇▇▇▇▇▇ Express was not properly owed, Cendant Operations will refund that amount to ▇▇▇▇▇▇ Express within 20 days of the amounts shown as billed delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to a Recipient on any invoice▇▇▇▇▇▇ Express). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation matter shall be referred to substantiate the amounts billed including listings of the dates, times and amounts of the Services resolution in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to accordance with Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b)11.7.

Billing and Payment Terms. (a) All amounts ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to pay Cendant Operations in accordance with, and subject to, the billing and payment terms set forth in Exhibit A for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due under this Agreement as set forth in Exhibit A shall be billed and paid for in accumulate interest at the following manner (i) each Party shall invoice rate of 10 percent per annum or the other Party on a monthly basis maximum lawful rate, whichever is less (such invoice rate being referred to set forth a description herein as the “Interest Rate”). Upon the termination of the Services, Cendant Operations will invoice ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ for Services provided and reasonable documentation to support incurred or other applicable charges since the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which last invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice terms and (iii) payment of all invoices conditions set forth herein and in respect of the Services provided hereunder shall be made in U.S. Dollars.Exhibit A. (b) In the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ does not pay any sum, or any part thereof, in accordance with this Section 1.9, Cendant Operations shall, effective 30 days following the delivery of written notice to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of such payment default, have no further obligation pursuant to this Agreement to provide Services to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that Cendant Operations shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ delivers written notice to Cendant Operations written notice setting forth in detail the reasons that such charges are not due and payable. If any invoice is Cendant Operations determines in good faith that such amounts are still due and payable and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has not paid in full such amounts within sixty five (605) days after the date Business Days of the invoicesuch notice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days Cendant Operations may suspend all Services under this Agreement and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment datedisputed invoices shall be referred to resolution under Section 11.7 hereunder. (c) If there is ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall promptly notify Cendant Operations in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Cendant Operations will research the items in question in a Dispute (as defined in Section 11.10) between reasonably prompt manner and cooperate to resolve any differences with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. In the event that the Parties regarding mutually agree that any amount that was paid by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ was not properly owed, Cendant Operations will refund that amount to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ within 20 days of the amounts shown as billed delivery of such notice (or, alternatively, Cendant Operations may deduct the dollar amount from the next invoice submitted to a Recipient on any invoice▇▇▇▇▇▇▇ ▇▇▇▇▇▇). In the event agreement is not reached by the Parties within 30 days of delivery of the notice referred to above, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation matter shall be referred to substantiate the amounts billed including listings of the dates, times and amounts of the Services resolution in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to accordance with Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b)11.7.

Billing and Payment Terms. (a) The Sponsor shall invoice Parent within fifteen (15) days after the end of each calendar month, beginning with the first month after the Closing. All amounts due under this Agreement undisputed Fees associated with such invoice shall be billed payable within fifteen (15) days after Parent’s receipt of the invoice. (b) In the event of a good-faith dispute as to the amount of any invoice or portion thereof submitted by the Sponsor to Parent, Parent will pay all undisputed charges on such invoice in accordance with the provisions of Section 3.2(a) or Section 3.2(b), as applicable, and paid will provide written notice to the Sponsor within fifteen (15) days of receipt of such invoice regarding the disputed amount and the reasons each such charge is disputed. The Sponsor shall promptly provide Parent with sufficient records relating to the disputed charge so as to enable the Parties to resolve the dispute. If the Parties fail to agree as to the amount or propriety of any invoice or any portions thereof within fifteen (15) days after Parent’s receipt of the Sponsor’s supporting documentation, then either Party may pursue dispute resolution in accordance with Section 7.4 of this Agreement. (c) The Parties acknowledge and agree that the Sponsor or certain of its Affiliates may receive invoices, and incur costs, with respect to Third Parties that relate to the pre- and post-Closing operations of the Partnership (including costs of Sponsor Contractors, costs of procurement of materials and the other payments to Third Parties contemplated by the Services, such as payments with respect to rights of way) (“Sponsor Reimbursable Costs”). To the extent that the Sponsor or any of its Affiliates makes any payments for in the following manner (i) each Party Sponsor Reimbursable Costs to Third Parties, the Sponsor shall invoice Parent for the other Party on a monthly basis Sponsor Reimbursable Costs within fifteen (15) days of such Payment by Sponsor or any of its Affiliates (such invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon thereon), and Parent shall reimburse Sponsor or its applicable Affiliate for all undisputed Sponsor Reimbursable Costs within fifteen (including, where applicable, reasonable documentation as to such Party15) days of Parent’s cost allocation and third party costs in respect receipt of such charges)invoice; provided, which invoice and documentation however, upon the request by the Sponsor to Parent, Parent shall be in the same level pay any Sponsor Reimbursable Costs directly, with evidence of detail and in accordance with the procedures for invoicing as such payment being provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. DollarsSponsor. (bd) If To the extent that the Sponsor or any invoice is not paid in full of its Affiliates receives any payments from Third Parties that relate to the post-Closing operations of the Partnership (“Third Party Payments”), the Sponsor or its applicable Affiliate shall pay Parent any amount received for any such Third Party Payment within sixty fifteen (6015) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment datePartnership’s receipt thereof. (c) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of the Services in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b).

Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed and paid for in the following manner (i) each Party Each Service Provider shall invoice the other Party Service Recipient on a monthly basis basis, for any Fees, costs or other amounts payable pursuant to this Agreement and any applicable Schedule. (such b) Each invoice delivered pursuant to Section 4.2(a) shall set forth a brief description of the Transition Services provided and the Migration Assistance provided, and with respect to any amounts payable reasonable documentation to support the charges thereon thereon. (including, where applicable, reasonable documentation as c) Each invoice delivered pursuant to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice this Section 4.2 shall be payable within 30 ninety (90) days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarsinvoice. (bd) All Fees shall be invoiced and payable in United States dollars or shall otherwise be payable in kind as mutually agreed in writing by the Parties. (e) If any invoice delivered pursuant to (and in compliance with) this Section 4.2 is not paid in full within sixty ninety (6090) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth ninetieth (90th) day after the date of the invoice in The Wall Street Journal (or, if such day is not a business dayBusiness Day, the first business day Business Day immediately after such day), calculated on the basis of a year of 360 three hundred and sixty (360) days and the actual number of days elapsed between the end of the thirty ninety (30)-day 90)-day payment period and the actual payment date. (cf) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a the Service Recipient on on, or the accuracy of all or any part of, any invoice, the relevant Service Provider shall, upon the written request of such the Service Recipient, furnish such reasonable to the Service Recipient additional documentation reasonably necessary to substantiate the amounts billed including including, but not limited to, listings of the dates, times and amounts of the Transition Services in question where applicable and practicable. Delivery If the dispute is not resolved by the original due date for payment, the Parties shall follow the procedure set out in Section 12.9 to resolve the matter. (g) The Parties acknowledge that there may be a lag in the submission of such documentation shall constitute written notice charges from third parties relating to the provision of a Dispute pursuant to Section 11.10Third Party Services, and that the provisions of Section 11.10 Service Provider shall apply use commercially reasonable efforts to obtain such Dispute. The Recipient may withhold any payments subject third party invoices, and to a Dispute; provided, that any disputed payments, provide the same to the extent ultimately determined to be payable to the ProviderService Recipient, shall bear interest as set forth in Section 4.03(b)a timely fashion.

Billing and Payment Terms. (a) All Each payor Party under this Agreement or a Services Agreement (or, if applicable, its Affiliate), as applicable, agrees to pay each payee Party, or if such payee Party so directs, an Affiliate of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in this Agreement or such Services Agreement, as applicable. On the fifteenth (15th) of each month following the Effective Date or the effective date of an applicable Services Agreement each payee Party to this Agreement or such Services Agreement, as applicable, shall provide each applicable payor Party to this Agreement or such Services Agreement, as applicable, with invoices detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement or such Services Agreement, as applicable, (where practicable, each payee Party shall provide each payor Party with a single invoice that includes the amounts due under all Services Agreements entered into among such Parties, but each payor Party hereby acknowledges that the payee Party is not required to provide any such consolidated invoices) and each Party shall pay such invoices within thirty (30) days after receipt of such invoice. Amounts not paid in accordance with this Section 1.12(a) within thirty (30) days after receipt of such invoice shall accumulate interest at a rate per annum equal to the then applicable Prime Rate plus four percent (4%) (or the maximum legal rate, whichever is lower) (such rate being referred to herein as the “Interest Rate”). In addition, each payor Party to this Agreement shall be billed and paid for or a Services Agreement, as applicable, agrees that in the following manner event (i) each it does not pay amounts owed pursuant to this Agreement or a Services Agreement, as applicable, in accordance with this Section 1.12 and (ii) such payor Party is entitled to proceeds from a Cendant Contingent Asset (as such term is defined in the Separation Agreement), then at the request (and in the sole discretion) of the payee Party such payor Party shall instruct the Party responsible for remitting the proceeds from such Cendant Contingent Asset to remit all or a portion of such payor Party’s share of such proceeds to the payee Party in an amount up to the amount in default. Upon the termination of the Services, the payee Party will invoice the payor Party for Services incurred or other Party on a monthly basis (such applicable charges since the last invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to terms and conditions set forth in this Agreement or the Provider’s other businesses) for all applicable Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. DollarsAgreement. (b) If In the event a payor Party to this Agreement or a Services Agreement, as applicable, does not pay any invoice is not paid sum, or any part thereof, in full within sixty accordance with Section 1.10(a), the payee Party to this Agreement or such Services Agreement, as applicable, shall, effective thirty (6030) days after following the date delivery of the invoicewritten notice to such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to such payor Party until such unpaid balance plus all accrued interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment dateapplicable Interest Rate shall have been paid. (c) If there is a Dispute (as defined Each applicable payor Party shall promptly notify the applicable payee Party in Section 11.10) between the Parties regarding the writing of any amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of the Services it that are in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Disputedispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any disputed paymentsamounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent ultimately determined to be payable permitted by the applicable third-party agreement, upon notice to the Providerpayee Party. (Similarly, the payee Party shall bear interest as set forth continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 4.03(b10.7, but subject to Section 1.12(b).) Upon receipt of such notice, the applicable payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with such payor Party. In the event that the relevant Parties mutually agree that any amount that was paid by such payor Party was not properly owed, the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to such payor Party within thirty (30) days after receipt of such notice (or, alternatively, the payee Party may deduct the dollar amount from the next invoice submitted to such payor Party). In the event agreement is not reached by the relevant Parties within thirty (30) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 10.7.

Billing and Payment Terms. (a) All The payor Party under a Services Agreement (or, if applicable, its Subsidiary) agrees to pay the payee Party, or if such payee Party so directs, a Subsidiary of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in such Services Agreement. On the first day of each month following the effective date of a Services Agreement the payee Party to such Services Agreement shall provide the payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement shall be billed all Services Agreements entered into among such Parties and paid for in the following manner (i) each Party shall pay such invoices within thirty (30) days after receipt of such invoice. Amounts not paid in accordance with this Section 1.12(a) within thirty (30) days after receipt of such invoice shall accumulate interest at a rate per annum equal to the other Party on a monthly basis then-applicable Prime Rate plus one percent (1%) (or the maximum legal rate, whichever is lower) (such rate being referred to herein as the “Interest Rate”) from the 31st day following receipt of such invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after but excluding the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarson which amounts due are paid. (b) If In the event the payor Party to a Services Agreement does not pay any invoice is not paid sum, or any part thereof, in full within sixty accordance with Section 1.10(a), the payee Party to such Services Agreement shall, effective thirty (6030) days after following the date delivery of the invoicewritten notice to such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to such payor Party until such unpaid balance plus all accrued and unpaid interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment dateapplicable Interest Rate shall have been paid. (c) If there is a Dispute (as defined The payor Party shall promptly notify the payee Party in Section 11.10) between the Parties regarding the writing of any amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of the Services it that are in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Disputedispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any disputed paymentsamounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent ultimately determined to be payable permitted by the applicable Third Party Agreement, upon notice to the Providerpayee Party. (Similarly, the payee Party shall bear interest as set forth continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 4.03(b10.7, but subject to Section 1.12(b).) Upon receipt of such notice, the payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with such payor Party. In the event that the Parties mutually agree that any amount that was paid by such payor Party was not properly owed, the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to such payor Party within thirty (30) days after receipt of such notice (or, alternatively, the payee Party may deduct the dollar amount from the next invoice submitted to such payor Party). In the event agreement is not reached by the Parties within thirty (30) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 10.7.

Billing and Payment Terms. (a) All The payor Party under a Services Agreement (or, if applicable, its Subsidiary) agrees to pay the payee Party, or if such payee Party so directs, a Subsidiary of such payee Party, in accordance with, and subject to, the billing and payment terms set forth in such Services Agreement. On the first day of each month following the effective date of a Services Agreement the payee Party to such Services Agreement shall provide the payor Party to such Services Agreement with one invoice detailing the charges for all amounts due by such payor Party to such payee Party under this Agreement shall be billed all Services Agreements entered into among such Parties and paid for in the following manner (i) each Party shall pay such invoices within thirty (30) days after receipt of such invoice. Amounts not paid in accordance with this Section 1.12(a) within thirty (30) days after receipt of such invoice shall accumulate interest at a rate per annum equal to (or the other Party on a monthly basis maximum legal rate, whichever is lower) (such rate being referred to herein as the “Interest Rate”) from the 31st day following receipt of such invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after but excluding the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarson which amounts due are paid. (b) If In the event the payor Party to a Services Agreement does not pay any invoice is not paid sum, or any part thereof, in full within sixty accordance with Section 1.10(a), the payee Party to such Services Agreement shall, effective thirty (6030) days after following the date delivery of the invoicewritten notice to such payor Party of such payment default, have no further obligation pursuant to this Agreement to provide Services to such payor Party until such unpaid balance plus all accrued and unpaid interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment dateapplicable Interest Rate shall have been paid. (c) If there is a Dispute (as defined The payor Party shall promptly notify the payee Party in Section 11.10) between the Parties regarding the writing of any amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of the Services it that are in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Disputedispute; provided, that no such dispute and notice shall relieve such payor Party from paying, nor may such payor Party withhold, any disputed paymentsamounts owed to the payee Party pursuant to Section 1.12(a); except that the payor Party may withhold payments for third party pass-through charges, solely to the extent ultimately determined to be payable permitted by the applicable Third Party Agreement, upon notice to the Providerpayee Party. (Similarly, the payee Party shall bear interest as set forth continue to perform its obligations that are in dispute (including the provision of Services), pursuant to Section 4.03(b10.7, but subject to Section 1.12(b).) Upon receipt of such notice, the payee Party will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with such payor Party. In the event that the Parties mutually agree that any amount that was paid by such payor Party was not properly owed, the payee Party will refund that amount plus Interest (accumulating from the original due date for such amount) to such payor Party within thirty (30) days after receipt of such notice (or, alternatively, the payee Party may deduct the dollar amount from the next invoice submitted to such payor Party). In the event agreement is not reached by the Parties within thirty (30) days after receipt of the notice referred to above, the matter shall be referred to resolution in accordance with Section 10.7.

Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed Each Service Recipient agrees to pay the Service Provider in accordance with, and paid for subject to, the billing and payment terms set forth in the following manner Exhibits for each of the Services. Amounts not paid in accordance with this Section 1.9(a) within the period due as set forth in the Exhibits shall accumulate interest at the rate of 10 percent per annum or the maximum lawful rate, whichever is less (i) each Party such rate being referred to herein as the “Interest Rate”); provided, however, that no Cendant Entity, in its capacity as a Service Recipient, shall have any obligation whatsoever to pay to any PHH Entity, in its capacity as Service Provider, any such interest. Upon the termination of the Services, the Service Provider will invoice the Service Recipient for Services incurred or other Party on a monthly basis (such applicable charges since the last invoice to set forth a description of the Services provided and reasonable documentation to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to terms and conditions set forth herein and in the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarsrelevant Exhibits. (b) In the event a Service Recipient does not pay any sum, or any part thereof, in accordance with this Section 1.9, the Service Provider shall, effective 30 days following the delivery of written notice to such Service Recipient of such payment default, have no further obligation pursuant to this Agreement to provide Services to such Service Recipient until such unpaid balance plus all accrued interest at the applicable Interest Rate shall have been paid; provided that the Service Provider shall not be relieved of any of its obligations to provide Services pursuant to this Agreement if, following the delivery of such written notice but prior to 30 days following such delivery, such Service Recipient delivers written notice to the Service Provider setting forth in detail the reasons that such charges are not due and payable. If any invoice is the Service Provider determines in good faith that such amounts are still due and payable and such Service Recipient has not paid in full such amounts within sixty five (605) days after the date Business Days of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a business daynotice, the first business day immediately after such day), calculated on the basis of a year of 360 days Service Provider may suspend all Services under this Agreement and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment datedisputed invoices shall be referred to resolution under Section 10.7 hereunder. (c) If there is a Dispute (as defined Each Service Recipient shall promptly notify the Service Provider in Section 11.10) between the Parties regarding the writing of any amounts shown as billed to a Recipient on any invoiceit that are in dispute. Upon receipt of such notice, the Service Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with such Service Recipient. In the event that the relevant Parties mutually agree that any amount that was paid by such Service Recipient was not properly owed, the Service Provider shall, upon will refund that amount to such Service Recipient within 20 days of the written request delivery of such notice (or, alternatively, the Service Provider may deduct the dollar amount from the next invoice submitted to such Service Recipient, furnish such reasonable documentation to substantiate ). In the amounts billed including listings event agreement is not reached by the relevant Parties within 30 days of delivery of the datesnotice referred to above, times and amounts of the Services matter shall be referred to resolution in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to accordance with Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(b)10.7.

Billing and Payment Terms. (a) All amounts due under this Agreement SunPower shall be billed and paid for in provide to Complete Solaria invoices every two weeks setting forth the following manner (i) each Party Transition Fee, which Complete Solaria shall invoice the other Party on a monthly basis (such invoice to set forth a description of the Services provided and reasonable documentation pay upon receipt. SunPower shall maintain records sufficient to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and charged amounts in accordance with SunPower’s standard practices and Complete Solaria’s billing requirements and shall submit such records to Complete Solaria with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarsinvoices. (b) If any Complete Solaria shall pay the charges invoiced by SunPower upon receipt of each invoice is to the following account (or as otherwise directed by ▇▇▇▇▇▇▇▇): (c) Undisputed amounts not paid in full within sixty ten (6010) days after the date of the invoice, interest receipt shall accrue on the unpaid amount interest at the annual rate equal of two percent (2%) above the then applicable prime rate announced from time to the “Prime Rate” as reported on the thirtieth day after the date of the invoice time in The Wall Street Journal (orthe “Interest Rate”). Upon the completion of any Transition Service, if such day is SunPower shall, not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the later than thirty (30)-day payment period and 30) days following the actual payment dateeffective date of such completion, invoice Complete Solaria for amounts payable by Complete Solaria in respect of such terminated Transition Service since the last invoice provided by SunPower. (cd) If there is In the event that Complete Solaria does not pay any undisputed sum due in accordance with this Article III, SunPower shall have the right to suspend providing Forward Services to Complete Solaria, exercisable upon five (5) Business Days’ prior written notice to Complete Solaria, until such unpaid balance plus all accrued interest at the Interest Rate shall have been paid. (e) Complete Solaria shall promptly (and in any event, within ten (10) days of receipt of an invoice) notify SunPower in writing of any amounts billed to it that are in dispute, listing all disputed items and providing a Dispute (as defined reasonably detailed description of each disputed item. Upon receipt of such notice, SunPower shall research the items in Section 11.10) between question in a reasonably prompt manner and cooperate to resolve any differences with Complete Solaria. In the event that the Parties regarding the amounts shown as billed mutually agree that any amount that was paid by Complete Solaria was not properly owed, SunPower will refund that amount to a Recipient on any invoice, the relevant Provider shall, upon the written request Complete Solaria within five (5) Business Days of such Recipientagreement (or, furnish at SunPower’s option in its sole discretion, SunPower shall deduct such reasonable documentation dollar amount from the next invoice submitted to substantiate the amounts billed including listings of the dates, times and amounts of the Services in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable to the Provider, shall bear interest as set forth in Section 4.03(bComplete Solaria).

Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed and paid for in the following manner (i) each Party Each Service Provider shall invoice the other Party Service Recipient on a monthly basis basis, for any Fees, costs or other amounts payable pursuant to this Agreement and any applicable Schedule. (such b) Each invoice delivered pursuant to Section 4.2(a) shall set forth a brief description of the Transition Services provided and the Migration Assistance provided, and with respect to any amounts payable reasonable documentation to support the charges thereon thereon. (including, where applicable, reasonable documentation as c) Each invoice delivered pursuant to such Party’s cost allocation and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party delivered or caused to be delivered during the preceding month, (ii) each such invoice this Section 4.2 shall be payable within 30 ninety (90) days after the date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollarsinvoice. (bd) All Fees shall be invoiced and payable in United States dollars or shall otherwise be payable in kind as mutually agreed in writing by the Parties. (e) If any invoice delivered pursuant to (and in compliance with) this Section 4.2 is not paid in full within sixty thirty (6030) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime Rate” as reported on the thirtieth (30th) day after the date of the invoice in The Wall Street Journal (or, if such day is not a business dayBusiness Day, the first business day Business Day immediately after such day), calculated on the basis of a year of 360 three hundred and sixty (360) days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date. (cf) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a the Service Recipient on on, or the accuracy of all or any part of, any invoice, the relevant Service Provider shall, upon the written request of such the Service Recipient, furnish such reasonable to the Service Recipient additional documentation reasonably necessary to substantiate the amounts billed including including, but not limited to, listings of the dates, times and amounts of the Transition Services in question where applicable and practicable. Delivery If the dispute is not resolved by the original due date for payment, the Parties shall follow the procedure set out in Section 12.9 to resolve the matter. (g) The Parties acknowledge that there may be a lag in the submission of such documentation shall constitute written notice charges from third parties relating to the provision of a Dispute pursuant to Section 11.10Third Party Services, and that the provisions of Section 11.10 Service Provider shall apply use commercially reasonable efforts to obtain such Dispute. The Recipient may withhold any payments subject third party invoices, and to a Dispute; provided, that any disputed payments, provide the same to the extent ultimately determined to be payable to the ProviderService Recipient, shall bear interest as set forth in Section 4.03(b)a timely fashion.