Common use of BILLING AND TERMS OF PAYMENT Clause in Contracts

BILLING AND TERMS OF PAYMENT. 7.1 SBC-ASI/13State or its billing agent will ▇▇▇▇ ▇▇▇▇ (and not CLEC’s End User) and CLEC will pay to SBC-ASI/13State or its designated billing agent on a monthly basis the charges set forth in this Agreement. 7.2 Remittance in full of all bills rendered by SBC-ASI/13State is due on the date specified on the ▇▇▇▇ (the “Payment Date”) and shall be paid by that date in accordance with the terms of this Agreement by the Payment Date. 7.3 A late payment charge shall be assessed by SBC-ASI/13State or its designated billing agent on any charges not received by the Payment Date. The late payment charge shall be calculated according to the prevailing collections policy in place by SBC-ASI/13State or its billing agent in each jurisdiction, based on per month invoiced charges or portion thereof, for the period from the Payment Date until the payment is received, but in no event will such charge exceed the maximum amount allowed by law. If this charge would exceed the maximum allowable charge in any jurisdiction where the services have been provided but for which payment has not been received, the late payment charge shall be calculated at the maximum allowed by such jurisdiction. 7.4 If any portion of an amount due to SBC-ASI/13State for services or under this Agreement is subject to a bona fide dispute between the Parties, CLEC shall, prior to the Payment Date, give written notice to SBC-ASI/13State of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each disputed item on the ▇▇▇▇. CLEC shall pay by the Payment Date (i) all undisputed amounts to SBC-ASI/13State, and (ii) all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 7.4.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 7.4.2 The financial institution proposed as the third party escrow agent may not be an Affiliate of either Party; and 7.4.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) (credit transactions) (electronic funds) transfers. 7.4.4 In addition to the foregoing requirements for the third party escrow agent, CLEC and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 7.4.4.1 The escrow account must be an interest bearing account; 7.4.4.2 All charges associated with opening and maintaining the escrow account will be borne by CLEC; 7.4.4.3 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 7.4.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 7.4.4.5 Disbursements from the escrow account shall be limited to those: 7.4.4.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 7.4.4.5.2 made in accordance with the final, order resolving the dispute. 7.4.5 Issues related to Disputed Amounts shall be resolved in accordance with the procedures identified in the Dispute Resolution provisions set forth in Section 16 of this Agreement. 7.4.6 Following resolution of the dispute, the Parties shall cooperate to ensure that all of the following actions are taken: 7.4.6.1 To the extent the dispute is resolved in favor of CLEC, SBC-ASI/13State shall credit the invoice of CLEC for that portion of the Disputed Amounts resolved in favor of CLEC, together with any Late Payment Charges assessed with respect thereto no later than the second Payment Date after the resolution of the Dispute and within fifteen (15) calendar days after resolution of the Dispute, SBC-ASI/13State shall authorize the escrow agent to release the portion of the escrowed Disputed Amounts resolved in favor of the CLEC, together with any accrued interest thereon; 7.4.6.2 To the extent the dispute is resolved in favor of SBC-ASI/13State, within fifteen (15) calendar days after resolution of the Dispute, CLEC shall authorize the escrow agent to release the portion of the Disputed Amounts resolved in favor of SBC-ASI/13Stateto SBC-ASI/13State, together with any accrued interest thereon and no later than the third ▇▇▇▇ Due Date after the resolution of the dispute regarding the Disputed Amounts, CLEC shall pay SBC-ASI/13State the difference between the amount of accrued interest such SBC-ASI/13State received from the escrow disbursement and the amount of Late Payment Charges such SBC-ASI/13State is entitled to receive pursuant to this Agreement. 7.5 Adjustments for the quantities of services established or discontinued in any billing period beyond the minimum period of one (1) month will be prorated.

BILLING AND TERMS OF PAYMENT. 7.1 A. SBC-ASI/13State ASU8-State or its billing agent will ▇▇▇▇ ▇▇▇▇ (and not CLEC’s End User's Customer) and CLEC will pay to SBC-ASI/13State ASU8-State or its designated billing agent on a monthly basis the charges set forth in this Agreement. The charges will commence on the date Service is made available by SBC-ASU8-State under the applicable Agreement. 7.2 B. Remittance in full of all bills rendered by SBC-ASI/13State ASU8-State is due on the date specified on the ▇▇▇▇ bill (the “"Payment Date”") and shall be paid by that date in accordance with the terms of this Agreement by the Payment Date. 7.3 C. A late payment charge shall be assessed by SBC-ASI/13State ASU8-State or its designated billing agent on any charges not received by the Payment Date. The late payment charge shall be calculated according to the prevailing collections policy in place by SBC-ASI/13State ASU8-State or its billing agent in each jurisdictionjurisdiction , based on per month invoiced charges or portion thereof, for the period from the Payment Date until the payment is received, but in no event will such charge exceed the maximum amount allowed by law. If this charge would exceed the maximum allowable charge in any jurisdiction where the services Services have been provided but for which payment has not been received, the late payment charge shall be calculated at the maximum allowed by such jurisdiction. 7.4 D. If any portion of an amount due to SBC-ASI/13State ASU8-State for services Resale Services or Network Elements under this Agreement is subject to a bona fide dispute between the Parties, CLEC shall, prior to the Payment Date, give written notice to SBC-ASI/13State ASU8-State of the amounts it disputes (“"Disputed Amounts”") and include in such written notice the specific details and reasons for disputing each disputed item on the ▇▇▇▇bill. CLEC shall pay by the Payment Date (i) all undisputed amounts to SBC-ASI/13StateASU8-State, and (ii) all Disputed Amounts into an interest bearing escrow account with a third party Third Party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party Third Party escrow agent must meet all of the following criteria: 7.4.1 (1) The financial institution proposed as the third party Third Party escrow agent must be located within the continental United States; 7.4.2 (2) The financial institution proposed as the third party Third Party escrow agent may not be an Affiliate of either Party; and 7.4.3 (3) The financial institution proposed as the third party Third Party escrow agent must be authorized to handle Automatic Clearing House (ACH) (credit transactions) (electronic funds) transfers. 7.4.4 (4) In addition to the foregoing requirements for the third party Third Party escrow agent, CLEC and the financial institution proposed as the third party Third Party escrow agent must agree that the escrow account will meet all of the following criteria: 7.4.4.1 a) The escrow account must be an interest bearing account; 7.4.4.2 b) All charges associated with opening and maintaining the escrow account will be borne home by CLEC; 7.4.4.3 c) That none of the funds deposited into the escrow account or the interest earned thereon ▇▇▇▇▇▇▇ may be subjected to the financial institution’s 's charges for serving as the third party Third Party escrow agent; 7.4.4.4 d) All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 7.4.4.5 e) Disbursements from the escrow account shall be limited to those: 7.4.4.5.1 1) authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 7.4.4.5.2 2) made in accordance with the final, order resolving the dispute. 7.4.5 (5) Issues related to Disputed Amounts shall be resolved in accordance with the procedures identified in the Dispute Resolution provisions set forth in Section 16 8 of this Agreement. 7.4.6 (6) Following resolution of the dispute, the Parties shall cooperate to ensure that all of the following actions are taken: 7.4.6.1 a) To the extent the dispute is resolved in favor of CLEC, SBC-ASI/13State ASU8-State shall credit the invoice of CLEC for that portion of the Disputed Amounts resolved in favor of CLEC, together with any Late Payment Charges assessed with respect thereto no later than the second Payment Date after the resolution of the Dispute and within fifteen (15) calendar days after resolution of the Dispute, SBC-ASI/13State shall authorize the escrow agent to release the portion of the escrowed Disputed Amounts resolved in favor of the CLEC shall be released to CLEC, together with any accrued interest thereon; 7.4.6.2 b) To the extent the dispute is resolved in favor of SBC-ASI/13StateASU8-State, within fifteen (15) calendar days after resolution of the Dispute, CLEC shall authorize the escrow agent to release the portion of the Disputed Amounts resolved in favor of SBC-ASI/13Stateto ASU8-State shall be released to the SBC-ASI/13StateASU8-State, together with any accrued interest thereon and no later than the third ▇▇▇▇ Bill Due Date after the resolution of the dispute regarding the Disputed Amounts, CLEC shall pay SBC-ASI/13State ASU8-State the difference between the amount of accrued interest such SBC-ASI/13State ASU8-State received from the escrow disbursement and the amount of Late Payment Charges such SBC-ASI/13State ASU8-State is entitled to receive pursuant to this Agreement. 7.5 E. Adjustments for the quantities of services Services established or discontinued in any billing period beyond the minimum period of one (1) month will be prorated.

BILLING AND TERMS OF PAYMENT. 7.1 SBC-ASI/13State ASI/8-STATE or its billing agent will ▇▇▇▇ ▇▇▇▇ (and not CLEC’s End UserCustomer) and CLEC will pay to SBC-ASI/13State ASI/8-STATE or its designated billing agent on a monthly basis the charges set forth in this Agreement. 7.2 Remittance in full of all bills rendered . The charges will commence on the date Service is made available by SBC-ASI/13State is ASI/8-STATE under the applicable Agreement. Charges referenced in subsection A above are due on the date specified on the ▇▇▇▇ (the “Payment Date”) and shall be paid by that date in accordance with the terms of this Agreement by the Payment Date. 7.3 ). A late payment charge shall be assessed by SBC-ASI/13State ASI/8-STATE or its designated billing agent on any charges not received by the Payment Date. The late payment charge shall be calculated according to the prevailing collections policy in place by SBC-ASI/13State ASI/8-STATE in each jurisdiction or its billing agent in each jurisdictionagent, based on per month invoiced charges or portion thereof, for the period from the Payment Date until the payment is received, but in no event will such charge exceed the maximum amount allowed by law. If this charge would exceed the maximum allowable charge in any jurisdiction where the services Services have been provided but for which payment has not been received, the late payment charge shall be calculated at the maximum allowed by such jurisdiction. 7.4 . If any portion of an amount due to SBC-ASI/13State for services or under this Agreement is subject to a bona fide dispute between the Parties, CLEC shall, prior to the Payment Date, give written notice to SBC-ASI/13State of the amounts it disputes (“Disputed Amounts”) and include in such written notice the specific details and reasons for disputing each disputed item on the ▇▇▇▇. CLEC shall pay by the Payment Date (i) all undisputed amounts to SBC-ASI/13State, and (ii) all Disputed Amounts into an interest bearing escrow account with a third party escrow agent mutually agreed upon by the Parties. To be acceptable, the third party escrow agent must meet all of the following criteria: 7.4.1 The financial institution proposed as the third party escrow agent must be located within the continental United States; 7.4.2 The financial institution proposed as the third party escrow agent may not be an Affiliate of either Party; and 7.4.3 The financial institution proposed as the third party escrow agent must be authorized to handle Automatic Clearing House (ACH) (credit transactions) (electronic funds) transfers. 7.4.4 In addition to the foregoing requirements for the third party escrow agent, CLEC and the financial institution proposed as the third party escrow agent must agree that the escrow account will meet all of the following criteria: 7.4.4.1 The escrow account must be an interest bearing account; 7.4.4.2 All charges associated with opening and maintaining the escrow account will be borne by CLEC; 7.4.4.3 That none of the funds deposited into the escrow account or the interest earned thereon may be subjected to the financial institution’s charges for serving as the third party escrow agent; 7.4.4.4 All interest earned on deposits to the escrow account shall be disbursed to the Parties in the same proportion as the principal; and 7.4.4.5 Disbursements from the escrow account shall be limited to those: 7.4.4.5.1 authorized in writing by both the disputing Party and the Billing Party (that is, signature(s) from representative(s) of the disputing Party only are not sufficient to properly authorize any disbursement); or 7.4.4.5.2 made in accordance with the final, order resolving the dispute. 7.4.5 Issues related to Disputed Amounts shall be resolved in accordance with the procedures identified in the Dispute Resolution provisions set forth in Section 16 of this Agreement. 7.4.6 Following resolution of the dispute, the Parties shall cooperate to ensure that all of the following actions are taken: 7.4.6.1 To the extent the billing dispute is resolved in favor of CLEC, SBC-ASI/13State shall credit any billed charges and late payment charges collected on the invoice of disputed amount will be credited to CLEC for that portion of the Disputed Amounts resolved in favor of CLEC, together with any Late Payment Charges assessed with respect thereto no later than the second Payment Date after the resolution of the Dispute and within fifteen (15) calendar days after resolution of the Dispute, SBC-ASI/13State shall authorize the escrow agent to release the portion of the escrowed Disputed Amounts resolved in favor of the CLEC, together with any accrued interest thereon; 7.4.6.2 To the extent the on ▇▇▇▇’▇ ▇▇▇▇. If a billing dispute is resolved in favor of SBC-ASI/13StateASI/8-STATE, within fifteen (15) calendar days after resolution of the Dispute, CLEC shall authorize the escrow agent to release the portion of the Disputed Amounts resolved in favor of SBC-ASI/13Stateto SBC-ASI/13State, together with any accrued interest thereon and no later than the third ▇▇▇▇ Due Date after the resolution payments withheld pending settlement of the dispute regarding shall be subject to the Disputed Amounts, CLEC shall pay SBC-ASI/13State the difference between the amount of accrued interest such SBC-ASI/13State received from the escrow disbursement and the amount of Late Payment Charges such SBC-ASI/13State is entitled to receive pursuant to this Agreement. 7.5 late payment charges set forth above. Adjustments for the quantities of services Services established or discontinued in any billing period beyond the minimum period of one (1) month will be prorated. With respect to any purchase of Service under this Agreement, if any Federal, state or local government tax, fee, surcharge, or other tax-like charge (a "Tax") is required or permitted by applicable law, ordinance or tariff to be collected from a purchasing Party by the providing Party, then (i) the providing Party will ▇▇▇▇, as a separately stated item, the purchasing Party for such Tax, (ii) the purchasing Party will timely remit such Tax to the providing Party, and (iii) the providing Party will remit such collected Tax to the applicable taxing authority. If the providing Party does not collect a Tax because the purchasing Party asserts that it is not responsible for the Tax or is otherwise excepted from the obligation, which is later determined by formal action to be wrong then, as between the providing Party and the purchasing Party, the purchasing Party will be liable for such uncollected Tax and any interest due and/or penalty assessed on the uncollected Tax by the applicable taxing authority or governmental entity. If either Party is audited by a taxing authority or other governmental entity the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in a proper and timely manner so that the audit and/or any resulting controversy may be resolved expeditiously. If applicable law excludes or exempts a purchase of Services under this Agreement from a Tax, and if such applicable law also provides an exemption procedure, such as an exemption certificate requirement, then, if the purchasing Party complies with such procedure, the providing Party, subject to section 2.H(2), will not collect such Tax during the effective period of the exemption. Such exemption will be effective upon receipt of the exemption certificate or affidavit. If applicable law excludes or exempts a purchase of Services under this Agreement from a Tax, but does not also provide an exemption procedure, then the providing Party will not collect such Tax if the purchasing Party (i) furnishes the providing Party with a letter signed by an officer of the purchasing Party claiming an exemption and identifying the applicable law which allows such exemption, and (ii) supplies the providing Party with an indemnification agreement, reasonably acceptable to the providing Party, which holds the providing Party harmless on an after-tax basis with respect to forbearing to collect such Tax. With respect to any Tax or Tax controversy covered by this section H, the purchasing Party will be entitled to contest, pursuant to applicable law, and at its own expense, any Tax that it is ultimately obligated to pay. The purchasing Party will be entitled to the benefit of any refund or recovery resulting from such a contest. The providing Party will cooperate in any such contest. Failure to include Taxes on an invoice or to state a Tax separately shall not impair the obligation of the purchasing Party to pay any Tax. Nothing shall prevent the providing Party from paying any Tax to the appropriate taxing authority prior to the time: (1) it bills the purchasing Party for such Tax or (2) it collects the Tax from the purchasing Party. Notwithstanding anything in this Agreement to the contrary, the purchasing Party shall be liable for and the provisioning Party may collect Taxes which were assessed by or paid to an appropriate taxing authority within the statute of limitations period but not included on an invoice within four (4) years after the Tax otherwise was owed or due.