Notice and Payment of Claims If any Crown Indemnitee or Constar Indemnitee (the “Indemnified Party”) determines that it is or may be entitled to indemnification by any party (the “Indemnifying Party”) under Article VI of this Agreement (other than in connection with any Action subject to Section 6.5), the Indemnified Party shall deliver to the Indemnifying Party a written notice specifying, to the extent reasonably practicable, the basis for its claim for indemnification and the amount for which the Indemnified Party reasonably believes it is entitled to be indemnified. Within 30 days after receipt of that notice, the Indemnifying Party shall pay the Indemnified Party that amount in cash or other immediately available funds unless the Indemnifying Party objects to the claim for indemnification or the amount of the claim. If the Indemnifying Party does not give the Indemnified Party written notice objecting to that indemnity claim and setting forth the grounds for the objection(s) within that 30-day period, the Indemnifying Party shall be deemed to have acknowledged its liability for that claim and the Indemnified Party may exercise any and all of its rights under applicable law to collect that amount. If there is a timely objection by the Indemnifying Party, the Indemnifying Party shall pay to the Indemnified Party in cash the amount, if any, that is Finally Determined to be required to be paid by the Indemnifying Party in respect of that indemnity claim within 15 days after that indemnity claim has been so Finally Determined.
Price and Payment Terms 3.1 In consideration of the provision of the Services by Provider as may be requested by the Trust pursuant to a SOW, and subject to the terms of this Agreement, the Trust will pay Provider the SOW Agreement Amount or SOW Fees as defined in and set forth in each executed SOW (or SOW Modification Memorandum issued by the Trust) for the Services expressly authorized in each such SOW. 3.2 Where the Services are provided on a time and materials basis, the fees payable for the Services shall be calculated in accordance with Provider's hourly fee rates as set forth in Provider’s proposal in response to the RFQ (the “Proposal”), which rates include all Provider personnel costs and wages, taxes, overhead, general and administrative expenses, and profit. Services shall be provided by the personnel designated in the Proposal and Provider shall not increase the hourly fee rates unless expressly agreed in writing in advance by the Trust. The Trust will reimburse Provider for reasonable direct costs and expenses incurred for the benefit of the Trust in connection with the Services, without mark-up. Provider shall exercise best efforts to perform and deliver the Services in the most efficient and cost effective manner, assigning only that level of staffing as is reasonably necessary to perform the particular task(s) at issue. Provider agrees to implement reasonable cost control measures so as to enable the full performance of Services as specified in an SOW within the Trust’s specified not to exceed SOW Fee. Provider shall issue invoices to the Trust monthly in arrears for its fees for the immediately preceding month, together with a detailed breakdown of allowable expenses for such month incurred in accordance with this Agreement. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Fee set forth in the SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.3 Where Services are provided for a fixed price, the total fee for the Services shall be the amount set forth in the applicable SOW as the SOW Agreement Amount. The SOW Agreement Amount includes payment for all Services and materials and includes all Provider administrative and operating expenses with respect to the Services. The SOW Agreement Amount shall be paid to Provider upon completion and delivery of all required Services under an executed SOW and presentation of a final invoice by Provider. 3.4 Notwithstanding Section 3.3 of this Agreement, for certain Services to be performed at a fixed price, the Trust may require that an SOW provide for periodic payment of the SOW Agreement Amount in installments upon achievement of agreed upon milestones by specifying such method in an SOW. In such case, the SOW Agreement Amount shall be paid to Provider in installments, with each installment being conditioned on Provider achieving the corresponding milestone as set forth in the SOW (“Project Milestone”). On achieving a Project Milestone in respect of which an installment is due, Provider shall issue an invoice to the Trust for the amounts that are then payable. The Trust may require that Provider produce documentation or other evidence of satisfaction of each Project Milestone as a condition of payment. The total payments to Provider for Services specified in an executed SOW shall not exceed the SOW Agreement Amount in the applicable SOW unless expressly authorized in advance by the Trust through a written SOW Modification Memorandum. 3.5 Provider invoices must be submitted on Trust approved forms and must contain sufficient detail to allow proper cost allocation. Invoices must be accompanied by supporting documentation for all charges and costs. In lieu of mailing, invoices and supporting documentation may be submitted via electronic mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with a copy to the Trust’s designated Agreement Administrator. Invoices require the following: (a) All invoices must include the Standard Services Agreement number. (b) All invoices must include Provider’s Federal Tax ID Number. (c) For a time and materials contract, all invoices must include a breakdown of work performed and expenses incurred during the invoice period and indicate the personnel who performed the services, the date of service, the nature of the work, the duration of the work, the rate charged therefor, and the cost of materials. Invoices will be paid by the Trust thirty (30) days following receipt of the required invoice and all supporting documentation. 3.6 By submitting any invoice or request for reimbursement, Provider is representing that the Services or costs identified in the invoice or request for reimbursement have actually been performed, provided or expended, are within the scope of the executed SOW, and that such costs and expenses are allowable in accordance with this Agreement. Provider will not be paid for any time, material, expense or services outside of an SOW or in excess of the SOW Fees or SOW Agreement Amount specified in an executed SOW unless expressly agreed in writing in advance by the Trust.
Compensation and Payment Terms (a) S&C’s fees for the Services shall be calculated at the rate(s) set forth in Exhibit “A” attached hereto. The Maximum Compensation to S&C for the Services performed under this Agreement is One Hundred Two Thousand Five Hundred and 00/100 Dollars ($102,500.00).In no event shall the amount paid by County to S&C under this Agreement exceed said Maximum Compensation without an approved change order. (b) S&C understands and agrees that the Maximum Compensation stated is an all- inclusive amount and no additional fee, cost or reimbursed expense shall be added whatsoever to the fees stated in the attached Exhibit “A.” (c) County will pay S&C based on the following procedures: Upon completion of the tasks identified in the Scope of Services, S&C shall submit to County staff person designated by the Facilities Management and Planning Director, one (1) electronic (pdf) copy of the invoice showing the amounts due for services performed in a form acceptable to County. County shall review such invoices and approve them within 30 calendar days with such modifications as are consistent with this Agreement and forward same to the Auditor for processing. County shall pay each such approved invoice within thirty (30) calendar days. (d) Accrual and payment of interest on overdue payments shall be governed by Chapter 2251 of the Texas Government Code. (e) S&C understands and agrees that County’s obligation to make any payment(s) hereunder is dependent upon S&C’s completion of the Services in a timely, good, and professional manner and in accordance with the performance representations made in Section 25 of this Agreement. Therefore, County reserves the right to withhold payment pending verification of satisfactory work performed.
Billing and Payment Terms 3.1 You acknowledge and agree that NCR Voyix will charge all applicable fees and charges due to the payment card or other form of non-invoice payment method that you provided to NCR Voyix: (a) at the beginning of each billing cycle for all recurring fees for the Service; (b) at the end of the billing cycle for all transaction fees incurred during the billing cycle; (c) upon Order placement and prior to shipment of any Hardware purchased outright or subject to the terms of an Extended Payment Program (as defined below) when applicable; and (d) upon Order placement for any additional services that are not included as part of the recurring fees for the Service. NCR Voyix or its vendor may charge an additional fee for payments processed by credit card. 3.2 You agree to maintain current, valid payment and contact information (including telephone number and email address) on file. You certify to NCR Voyix that you are authorized to provide the payment card or other form of non-invoice payment method to NCR Voyix and that you will not dispute the payment with your credit card company or your financial services provider as long as the transaction corresponds to these terms. You acknowledge that your payment authorization will remain in effect until it is canceled by you in writing. 3.3 NCR Voyix may charge late fees on unpaid, undisputed amounts. Late fees will be the lesser of 1.5% per month of the unpaid amount, or any applicable limit imposed by law. In the event that your account becomes delinquent, you agree to pay all collection costs incurred by NCR Voyix, including reasonable attorney’s fees and expenses.
Purchase Price and Payment Terms 3.1 The Base Purchase Price for each Aircraft is * . 3.2 The Base Purchase Price shall be adjusted to determine the "Adjusted Base Purchase Price", as follows: 3.2.1 To include the cost of changes to the Customer Specification required by Buyer after the date hereof. 3.2.2 To include the cost of Regulatory Changes pursuant to the terms of Clause 2.3.2, except those paid directly by Buyer. 3.3 The Adjusted Base Purchase Price shall be adjusted to determine the "Purchase Price" to reflect changes in economic conditions * and (iii) the Adjusted Base Purchase Price shall not be adjusted for any period of delay of an Aircraft which is due to * 3.4 Buyer shall pay to Seller the Purchase Price for each Aircraft upon execution by Buyer of the Certificate of Acceptance for such Aircraft, provided, however, that with respect to any Aircraft delivered under a Lease Agreement, Buyer shall pay all amounts specified in the Lease Agreement due upon delivery of such Aircraft. 3.4.1 Subject to the conditions specified herein, the first Aircraft delivered under this Agreement shall be delivered to Buyer under a Lease Agreement. Buyer's obligation to pay the lease rentals due under such Lease Agreement shall be waived until the later of (i) March 1, 1997 or (ii) the date of completion of the J41 modification program currently being performed by Seller on Buyer's existing fleet of Jetstream 41 aircraft (the "Modification Program"), subject to the provisions of Section 3.4.2. 3.4.2 In the event the date of completion of the Modification Program is delayed due to reasons resulting from the acts or omissions of Buyer, the obligation to pay the lease rentals for such Aircraft shall occur on the date the Modification Program would have been completed if such acts or omissions of Buyer had not occurred. 3.5 Upon (i) delivery, acceptance and payment in full of the Purchase Price for each Aircraft in accordance with the terms of this Agreement, or, (ii) execution of a Lease Agreement on the Delivery Date for each Aircraft, * 3.6 All amounts payable by one party to the other pursuant to this Agreement shall be payable in U.S. Dollars in immediately available funds, by Federal Funds transfer or same day book entry transfer to the accounts specified in Exhibit E attached hereto.