Common use of Invoices and Payment Terms Clause in Contracts

Invoices and Payment Terms. In consideration for the performance of the Services, ALPHA shall be paid an amount and according to terms set forth in the Proposal (“Project Cost”); however, if payment terms are not listed in the Proposal, payment for Services shall be payable within thirty (30) days of ALPHA’s invoice date (the “Payment Due Date”). All payments must be paid by the Payment Due Date, and shall not be contingent upon CLIENT’s receipt of separate payment, financing or closing on the project property, or other conditions whatsoever. If CLIENT objects to any portion of an invoice, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the Proposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and schedules provided by ALPHA may be subject to change based upon the actual Site conditions encountered, weather delays and impact and any other requirements of the CLIENT and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the Services, CLIENT shall pay ALPHA for time and expenses in accordance with ALPHA’s then current fee schedule.

Invoices and Payment Terms. In consideration for the performance of the Services, ALPHA shall be paid an amount and according to terms Unless otherwise set forth in the Proposal Transition Service Schedules, the Providers shall invoice the Recipients promptly after the end of each month for all (“Project Cost”a) amounts due (if any) for all Transition Services and Migration Services provided to the Recipients during the preceding month based on, unless otherwise set forth in the Transition Service Schedules, the reasonable and documented out-of-pocket costs and expenses actually incurred by the Providers or any of its Affiliates in connection with providing the applicable Transition Services and Migration Services (including reasonable third party costs, travel-related expenses and increased staffing costs directly attributable to the provision of such services, but excluding fixed overhead and full time employee costs of the Provider); provided, however, if payment terms are that any such cost or expense not listed consistent with historical practice between the Parties for any Transition Service or Migration Service (including business travel and related expenses) shall require advance approval of the Recipient, which approval shall not be unreasonably withheld or delayed (it being agreed that in the Proposalevent that, payment and for so long as, the Recipient withholds such approval, the Provider shall not be required to provide all or a portion of the applicable Transition Services and / or Migration Services to the extent that such cost or expense is necessary for the provision of such Transition Services and / or Migration Services or such portion thereof), and (b) all Taxes (as defined below). Payment of any amounts due by the Recipients hereunder shall be payable made in immediately available funds within thirty forty-five (3045) days of ALPHA’s invoice date (the “Payment Due Date”). All payments must be paid by the Payment Due Date, and shall not be contingent upon CLIENTapplicable Recipient’s receipt of separate paymentinvoice therefor. Any amount not paid within forty-five (45) days after the date when payable shall bear interest at the rate equal to 1.5% per annum from the date such amount is due. The Recipients shall not deduct, financing set off, counterclaim or closing otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the project propertyProviders, whether or other conditions whatsoever. If CLIENT objects not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event any portion of Recipient disputes any amount on an invoice, it such Recipient shall notify ALPHA the relevant Provider in writing within ten twenty (1020) days from after such Recipient’s receipt of such invoice and shall describe in detail the date reason for disputing such amount. Upon receipt of actual such notice, the Provider will research the items in question in a reasonably prompt manner and cooperate to resolve any differences with the Recipient. In the event agreement is not reached by the applicable Provider and Recipient within forty-five (45) days after receipt of the invoice of notice referred to above, the matter shall be referred to resolution in accordance with Section 7.05. The Recipient will be entitled to withhold the amount and nature in dispute during the pendency of the dispute, and provided that the Recipient shall be subject to late charges pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. The Recipient shall timely pay the undisputed portions portion of each invoice in the invoice. Past manner set forth in this Agreement; provided that in the event that the applicable Provider and Recipient mutually agree that any amount that was paid by the Recipient was not properly owed, the Provider will refund that amount plus interest (accumulating from the original due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon date for such amount at the rate of one percent (1%equal to 1.5% per annum) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the Proposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and schedules provided by ALPHA may be subject to change based upon the actual Site conditions encountered, weather delays and impact and any other requirements of the CLIENT and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the ServicesRecipient within forty-five (45) days after receipt of such notice (or, CLIENT shall pay ALPHA for time and expenses in accordance with ALPHA’s then current fee schedulealternatively, the Provider may deduct the dollar amount from the next invoice submitted to the Recipient).

Invoices and Payment Terms. In consideration for the performance Prior to payment by Aventis of the Servicespayments due under this Agreement, ALPHA ImmunoGen must submit an invoice to Aventis which shall be paid reference the applicable purchase order number (each, an amount and according to terms set forth in the Proposal (“Project Cost”); however, if payment terms are not listed in the Proposal, payment for Services shall be payable within thirty (30) days of ALPHA’s invoice date (the “Payment Due DateInvoice”). All payments must ImmunoGen shall generate Invoices for all fees and cost reimbursements. Invoices for Service Fees and for cost reimbursements shall be paid by generated quarterly and provided to Aventis promptly after the Payment Due Dateend of the Calendar Quarter in which the fees were incurred; invoices for the milestone-based fee described above will be generated any time after completion of the milestone (as completion is determined under the Project Plan and Section 8.4.7(c)). Each Invoice shall be addressed to: sanofi-aventis U.S. LLC Attention: Accounts Payable Department 1041 ▇▇▇▇▇ ▇▇▇-▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Invoices for cost reimbursement shall include appropriate reasonable documentation of costs incurred; Invoices for Service Fees shall detail the personnel providing Services and the number of FTEs/hours spent in performing Services, as calculated in accordance with Section 8.4.7(a), during the quarter for which the Invoice applies. Aventis shall not be contingent upon CLIENT’s pay Invoices within [***] after receipt of separate payment, financing each Invoice . Receipt or closing on acceptance by Aventis of any Invoices under this Agreement will not preclude Aventis from questioning the project propertycorrectness of the underlying information at a later date, or other conditions whatsoeverfrom exercising its rights under Section 8.4.7. If CLIENT objects to any portion of [***] inconsistencies or mistakes are discovered in an invoiceInvoice, it the Parties shall notify ALPHA in writing within ten (10) days from make immediate adjustment, by reimbursement or credit, as applicable. Invoices that remain unpaid more than [***] beyond the scheduled payment due date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the Proposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and schedules provided by ALPHA may be subject to change based upon an interest charge equal to [***], calculated from the actual Site conditions encountered, weather delays and impact and any other requirements scheduled payment due date forward; provided that in no event shall such annual rate exceed the maximum interest rate permitted by law in regard to such payments. Such payments when made shall be accompanied by all interest so accrued. All payments shall be made by wire transfer of the CLIENT and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related immediately available funds to the Servicesfollowing account: [***] ABA (routing): [***] F/C Client Funds [***] Account: [***] Account Title: ImmunoGen, CLIENT shall pay ALPHA for time and expenses in accordance with ALPHA’s then current fee schedule.Inc.

Invoices and Payment Terms. In consideration SVM shall invoice (in one or more invoices) TG after the end of each fiscal month for all charges (if any) for all Transition Services provided to the Recipients in such fiscal month pursuant to this Agreement. Payment of any amounts due by TG hereunder shall be made in immediately available funds within 30 days of TG’s receipt of each invoice therefor, or within such shorter period of time as designated accounting representatives of each of the Parties may otherwise agree (the “Applicable Payment Period”). Any amount not paid within the Applicable Payment Period shall bear interest at the Applicable Rate from the date such amount is due. TG shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to the Providers (on account of any obligation owed by the Providers, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided, that in the event TG disputes any amount on an invoice, TG shall notify SVM in writing within 20 days after TG’s receipt of such invoice (or such shorter period of time as designated accounting representatives of each of the Parties may otherwise agree) and shall describe in detail the reason for disputing such amount, provide any documents or other materials supporting its dispute, and will be entitled to withhold only the amount in dispute during the pendency of the dispute. TG shall timely pay the undisputed portion of each invoice in the manner set forth in this Agreement and shall be subject to late charges at the Applicable Rate and any other costs incurred by SVM or any Provider pursuant to this Section 3.02 on any amount that is unsuccessfully disputed. A Provider may suspend performance of the Services, ALPHA shall be paid an amount and according to terms set forth Transition Services in the Proposal (“Project Cost”); however, if event that TG fails to timely pay undisputed amounts and all applicable late changes payable pursuant to this Section 3.02 within 15 days after written notice of non-payment terms are not listed in the Proposal, payment for Services shall be payable within thirty (30) days of ALPHA’s invoice date (the “Payment Due Date”). All payments must be paid by the Payment Due Date, from SVM and Provider shall not be contingent upon CLIENT’s receipt of separate payment, financing or closing on the project property, or other conditions whatsoever. If CLIENT objects to any portion of an invoice, it shall notify ALPHA in writing within ten (10) days from the date of actual receipt of the invoice of the amount and nature of the dispute, and shall timely pay undisputed portions of the invoice. Past due invoices and any sums improperly withheld by CLIENT shall accrue interest thereon at the rate of one percent (1%) per month, or the maximum rate allowed by law, whichever is lower. CLIENT agrees to pay all costs and expenses, including reasonable attorney’s fees and costs, incurred by ALPHA should collection proceedings be necessary to collect on Client’s overdue account. Unless the Proposal specifies the Project Cost as not-to-exceed or lump sum, CLIENT acknowledges that any cost estimates and schedules provided by ALPHA may be subject to change based upon the actual Site conditions encountered, weather delays and impact and any other requirements of the CLIENT and should be used by CLIENT for planning purposes only. ALPHA will endeavor to perform the Services within the estimates but will notify CLIENT if estimates are likely to be exceeded. In the event of changed site conditions or other conditions requiring additional time, CLIENT agrees to pay the reasonable and necessary increases resulting from such additional time. Unless otherwise specified in the Proposal, CLIENT will be solely responsible for all applicable federal, state or local duty, import, sales, use, business, occupation, gross receipts or similar tax on the Services, and for any applicable duty, import sales, uses, business, occupation, gross receipts or tax and shipping charges relating to equipment and repair parts furnished in connection with the Services. In the event ALPHA is required to respond to any subpoena or provide testimony (as a fact or expert witness) related to the Services, CLIENT shall pay ALPHA for time resume Transition Services until all such amounts and expenses in accordance with ALPHA’s then current fee scheduleassociated late fees have been paid.