Common use of Revision Against Objection and Payment Clause in Contracts

Revision Against Objection and Payment. CTG shall be entitled to raise to Service Provider any objection to an invoice (including its attachments) issued by Service Provider in accordance with Article 3.6(a) by written notice to Service Provider within seven (7) days upon receipt of such invoice: (i) Except as otherwise agreed by both Parties, in the event that CTG raises no objection to an invoice or its attachments within the aforementioned period, it shall be deemed that CTG has approved the invoice and CTG shall pay to Service Provider the full amount of the invoice within seven (7) days after CTG’s receipt of the invoice, subject to the Settlement Mechanism in accordance with Article 3.6(c). (ii) In the event that CTG raises any objection to an invoice and/or its attachments within the aforementioned period, CTG shall nevertheless pay the Power Reimbursement, unless CTG reasonably objects in good faith to the calculation of the Power Reimbursement or Service Provider has not provided the required supporting documentation pursuant to Article 3.6 (a) The Parties shall diligently and expeditiously cooperate to resolve the discrepancies based on the factors in disputes, such as, without limitation, Power Consumption, and Index Rate within seven (7) Business Days upon CTG’s raising of objection (the “Confirmation Period”). Should the Parties successfully resolve the dispute within Confirmation Period, as extended by mutual agreement of both Parties (such agreed amount, the “Confirmed Fees”), CTG shall pay the Service Provider the Confirmed Fees within seven (7) Business Days after the agreement to the Confirmed Fees provided that Service Provider has issued an updated invoice to CTG in an amount equal to such Confirmed Fees (if any of the Confirmed Fees differs from the corresponding fees shown in the original invoice). (iii) In the event that the Parties are unable to resolve any objection to an invoice in accordance with Article 3.6(b)(ii) (such disputed invoice, the “Disputed Fee”), the Parties shall promptly refer the Disputed Fee along with all items and calculations therein to an impartial nationally recognized firm of independent chartered professional accountants appointed by mutual agreement of CTG and the Service Provider (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the Disputed Fee by confirming the calculations of the Power Consumption, actual Co-location Fee, and Delayed Compensation (collectively, the “Permitted Disputed Items”) as promptly as practicable but in no event greater than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the objection of CTG provided under Article 3.6(b)(ii) in accordance with the terms of this Agreement. If a Disputed Fee involves the resolution of any disputed items other than the Permitted Disputed Items, then such Disputed Fee shall not be eligible for resolution by the Independent Accountant and shall be resolved using the dispute resolution provisions within Article 16.4 hereof. If a Disputed Fee is submitted to the Independent Accountant, the Service Provider shall grant the Independent Accountant reasonable access, during regular business hours and on reasonable advance notice, to the Service Provider’s books and records, personnel and facilities, and the Service Provider and CTG shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items acting as an expert and not as an arbitrator based solely on the applicable definitions and other terms in this Agreement. The resolution of the disputed items and final determination of the Disputed Fee by the Independent Accountant shall be within the range of values assigned to each such item submitted by CTG and the Service Provider and shall be final and binding on the Parties hereto absent manifest error. The fees and expenses of the Independent Accountant shall be borne by CTG on the one hand and the Service Provider on the other hand, in proportion to the amounts by which their respective calculations of the Disputed Fee differ from the Fee as finally determined by the Independent Accountant.