DAYS AFTER THE LAST DAY
OF THE TERM HEREOF, SUPPLIER SHALL INVOICE THE BUYERS IN ARREARS FOR (I) THE
SCHEDULE D UNIT-BASED SERVICE FEES AND SPECIAL SERVICE FEES COVERING ALL
TRANSITION SERVICES PROVIDED IN THE IMMEDIATELY PRECEDING CALENDAR MONTH, OR A
PRO-RATA PORTION OF SUCH FEES FOR ANY PARTIAL MONTH AND (II) ANY TAXES ARISING
FROM OR RELATING TO SUCH PAYMENTS.
THE BUYERS SHALL PAY EACH SUCH INVOICE, LESS
ANY AMOUNTS DISPUTED IN WRITING, WITHIN 15 CALENDAR DAYS OF RECEIPT.
(C)
IF THE BUYERS OR FAIRPOINT IN GOOD FAITH DISPUTE OWING ANY AMOUNT STATED
ON AN INVOICE, THEY SHALL NOTIFY SUPPLIER IN WRITING STATING THE AMOUNT OF THE
DISPUTE AND GIVING THE REASONS FOR THE DISPUTE.
THE DISPUTE SHALL BE RESOLVED
PURSUANT TO THE PROVISIONS OF ARTICLE XIX BELOW.
(D)
ALL PAYMENTS BY THE BUYERS OR FAIRPOINT UNDER THIS AGREEMENT SHALL BE IN
U.S. DOLLARS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUPPLIER'S
DESIGNATED ACCOUNT.
6.4
INVOICES.
ALL INVOICES FOR AMOUNTS DUE UNDER THIS AGREEMENT ON
WHICH TAXES WOULD BE DUE SHALL INDICATE THE JURISDICTION OF TAXATION FOR SUCH
TAX.
IN ADDITION, WITH EACH INVOICE, SUPPLIER SHALL PROVIDE BUYERS OR FAIRPOINT
WITH A REASONABLY-DETAILED BREAKDOWN OF THE THIRD-PARTY VENDOR COSTS AND OTHER
CHARGES INCLUDED ON SUCH INVOICE; PROVIDED THAT SUPPLIER RECEIVED SUCH A
BREAKDOWN FROM SUCH THIRD PARTIES.
6.5
LATE PAYMENT.
ALL AMOUNTS DUE SUPPLIER UNDER THIS AGREEMENT THAT
ARE NOT PAID WITHIN 30 CALENDAR DAYS OF THEIR DUE DATE (OTHER THAN ANY AMOUNT
WHICH IS PROPERLY DISPUTED) SHALL BEAR INTEREST AT THE APPLICABLE RATE FROM THE
DUE DATE UNTIL PAID.
18
6.6
SURVIVING OBLIGATIONS.
FAIRPOINT UPON EARLY TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTION 14.1(A), OR BUYERS UPON EARLY TERMINATION OF THIS
AGREEMENT PURSUANT TO SECTIONS 14.1(B), OR (C), AS APPLICABLE SHALL BE
RESPONSIBLE FOR PAYING AMOUNTS DUE OR OWING TO SUPPLIER UP TO THE EFFECTIVE DATE
OF SUCH TERMINATION.
TO THE EXTENT FAIRPOINT OR THE BUYERS HAVE MADE ANY
ADVANCE PAYMENTS OF FIXED MONTHLY SERVICE FEES OR THIRD-PARTY VENDOR COSTS AT
THE TIME OF EARLY TERMINATION, AND SUPPLIER HAS BEEN CREDITED FOR OR IS NOT
OBLIGATED TO PAY SUCH THIRD-PARTY VENDOR COSTS, SUPPLIER WILL ISSUE A CREDIT TO
THE BUYERS OR FAIRPOINT FOR THE UNUSED PORTION OF ANY SUCH PAYMENTS.
BUYERS'
AND FAIRPOINT'S OBLIGATIONS TO REIMBURSE SUPPLIER FOR ANY THIRD- PARTY VENDOR
COSTS PAID BY SUPPLIER SHALL SURVIVE TERMINATION OF ANY OR ALL TRANSITION
SERVICES OR THIS AGREEMENT.
ARTICLE VII
SERVICE LEVEL COMMITMENTS
7.1
GENERAL.
SUPPLIER AND ITS AFFILIATES SHALL DEVOTE SUCH TIME,
EFFORT AND RESOURCES TO THE PERFORMANCE OF TRANSITION SERVICES SPECIFIED IN
SCHEDULE A, SCHEDULE C AND SCHEDULE D IN A MANNER THAT GENERALLY MEETS ANY
APPLICABLE SERVICE LEVELS AND OTHER REQUIREMENTS SET FORTH IN SCHEDULE A,
SCHEDULE C AND SCHEDULE D; PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT THE
OBLIGATIONS OF SUPPLIER AND ITS AFFILIATES ARE TO TENDER PERFORMANCE AND THAT
ITS ABILITY TO PERFORM WILL BE, OR MAY BE, ADVERSELY AFFECTED BY THE BUYERS' OR
FAIRPOINT'S FAILURE TO PERFORM ITS OBLIGATIONS DESCRIBED