OR REIMBURSE THE OTHER
PARTY PURSUANT TO SECTION 3(A)(I), 3(A)(II) OR 4(G).
(D)
IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR
(I) PAYING ANY SALARIES, WAGES, WITHHOLDING, SEVERANCE PAYMENTS OR ANY OTHER
COMPENSATION OR PAYMENTS WITH RESPECT TO EMPLOYEES OF THE OTHER PARTY,
(II) OVERHEAD COSTS OR (III) MATTERS OF ANY NATURE ASSOCIATED WITH THE PROVISION
OF SUPPORT SERVICES, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
(E)
ON OR BEFORE THE LAST DAY OF EACH MONTH, THE
PROVIDING PARTY SHALL INVOICE THE RECEIVING PARTY FOR THE AMOUNT DUE FOR THE
PERIOD COVERED BY THAT INVOICE (EACH, AN "INVOICE"). INVOICES SHALL BE SENT IN A
FORMAT AND CONTAINING A LEVEL OF DETAIL REASONABLY SUFFICIENT FOR THE RECEIVING
PARTY TO DETERMINE THE ACCURACY OF THE COMPUTATION OF THE AMOUNT INVOICED. IF
THE RECEIVING PARTY DOES NOT DISPUTE THE AMOUNT PAYABLE PURSUANT TO THE INVOICE,
THEN THE FULL AMOUNT OF THE INVOICE SHALL BE PAID ON OR BEFORE THE 30TH DAY
AFTER WHICH IT WAS DELIVERED. IF THE RECEIVING PARTY DISPUTES ANY AMOUNT PAYABLE
PURSUANT TO AN INVOICE, THE RECEIVING PARTY SHALL PAY TO THE PROVIDING PARTY THE
UNDISPUTED PORTION WITHIN THE 30-DAY PERIOD SPECIFIED ABOVE. ALL AMOUNTS DUE
UNDER THIS AGREEMENT THAT ARE NOT PAID ON OR BEFORE THE DUE DATE AND WHICH ARE
ULTIMATELY DUE AND PAYABLE SHALL BEAR INTEREST AT THE RATE OF TWELVE PERCENT
(12%) PER ANNUM. THE OBLIGATION TO PAY FOR SUPPORT SERVICES RENDERED SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT. NO PARTY SHALL HAVE ANY RIGHT TO
SETOFF ANY AMOUNTS DUE AND PAYABLE TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT
AGAINST ANY PAYMENTS TO BE MADE PURSUANT TO THIS AGREEMENT, THE PURCHASE
AGREEMENTS OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 3(E), AFTER A MATERIAL FORCE MAJEURE EVENT HAS CONTINUED FOR A THIRTY
(30) CONSECUTIVE DAY PERIOD WITH RESPECT TO ANY SUPPORT SERVICE, THE MONTHLY FEE
(OR ANY PORTION THEREOF) FOR SUCH SUPPORT SERVICE SHALL NOT ACCRUE UNTIL THE
ABILITY TO PROVIDE SUCH SUPPORT SERVICE HAS BEEN RESTORED, IN WHICH CASE THE
RESUMPTION OF THE MONTHLY FEE SHALL BE CALCULATED BY MULTIPLYING THE MONTHLY FEE
BY THE QUOTIENT OF (X) THE NUMBER OF DAYS IN THE MONTH IN WHICH THE SUPPORT
SERVICE WAS CAPABLE OF BEING PROVIDED,
4
DIVIDED BY (Y) THE NUMBER OF DAYS IN THE MONTH. BY WAY OF EXAMPLE, IF A MATERIAL
FORCE MAJEURE EVENT OCCURS ON APRIL 15 AND CONTINUES UNTIL JUNE 15, BUYER WILL
BE INVOICED ONE-HALF OF THE MONTHLY FEE FOR APRIL, NO FEE FOR MAY, ONE-HALF OF
THE MONTHLY FEE FOR JUNE AND THE MONTHLY FEE FOR JULY.
(F)
ALL PAYMENTS MADE HEREUNDER ARE EXCLUSIVE OF
ANY AND ALL SALES AND USE TAXES, SIMILAR DUTIES OR LEVIES ASSESSED BY APPLICABLE
GOVERNMENTAL BODIES ON THE PAYMENTS HEREUNDER. THE RECEIVING PARTY AGREES TO PAY
OR REIMBURSE THE PROVIDING PARTY FOR ANY SUCH TAXES OR SIMILAR FEES OR DUTIES
FOR SUCH SUPPORT SERVICE PROVIDED HEREUNDER.
(G)
COSTS FOR LONG DISTANCE, THE MAN (METROPOLITAN
AREA NETWORK) DATA CIRCUIT