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8.A. - Page 33 <br /> ARTICLE 5: BILLING AND PAYMENT <br /> 5.1 Billing and Payment <br /> (a) During the Term on a monthly basis Seller shall invoice Buyer, and Buyer shall make <br /> payment for Energy delivered to Buyer, in accordance with Article 4. Such payment is <br /> full compensation to Seller for the Delivered Energy received under this Agreement. <br /> Invoices furnished by Seller under this Agreement must be in a form acceptable to the <br /> Buyer, and must include a unique invoice number. <br /> (b) All payments shall be made on or before thirty (30) days after receipt of an invoice. <br /> Each Party shall make payments by electronic funds transfer, if available, or by other <br /> mutually agreeable method(s),to the account designated by the other Party. <br /> (c) All payments made hereunder shall be made free and clear of any tax, levy, <br /> assessment, duties or other charges and except as specifically set forth herein, not <br /> subject to reduction, withholding, set-off, or adjustment of any kind. <br /> (d) Disputed Payments. If a bona fide dispute arises with respect to any invoice, Buyer <br /> shall not be deemed in default under this Agreement for withholding payment <br /> associated with such invoice, and the Parties shall not suspend the performance of <br /> their respective obligations hereunder, including payment of undisputed amounts <br /> owed hereunder. If an amount disputed by Buyer is subsequently deemed to have <br /> been due pursuant to the applicable invoice, interest shall accrue at the rate of 2% <br /> per annum on such amount in dispute from the date becoming past due under such <br /> invoice until the date paid. <br /> 5.2 Allocation of Taxes and Possessory Interest Tax <br /> Buyer shall either pay or reimburse Seller for any and all taxes assessed on the generation, <br /> sale, delivery or consumption of electric energy produced by the Generating Facility or <br /> the interconnection of the Generating Facility to the Utility's electric distribution system, <br /> including property taxes on the Generating Facility; provided, however, Buyer will not be <br /> required to pay or reimburse Seller for any taxes during periods when Seller fails to deliver <br /> electric energy to Buyer due to the action or omission of Seller. For purposes of this <br /> section, "Taxes" means any federal, state and local ad valorem, property, occupation, <br /> generation, privilege, sales, use, consumption, excise, transaction, and other taxes, <br /> regulatory fees, surcharges or other similar charges, but shall not include any income <br /> taxes or similar taxes imposed on Seller's revenues due to the sale of energy under this <br /> Agreement, which shall be Seller's responsibility. Nothing shall obligate or cause a Party <br /> to pay or be liable to pay Taxes for which it is exempt under the law. <br /> ATTY/AGRJ2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 25 of 55 <br />