2.3 If Customer terminates a Service Component other than as set out under Section
2.2 above or AT&T terminates a Service or a Service Component for material breach,
Customer must pay: (i) any credits, waived charges or unpaid amortized charges if
the Service Component is terminated prior to the end of an applicable minimum
retention period specified in the Pricing Schedule; (ii) the applicable amount of
recurring charges for the terminated Service Component multiplied by the number of
months remaining in an applicable minimum payment period specified in the Pricing
Schedule; and (iii) any access facilities cancellation charges and other third-party
charges incurred by AT&T due to the termination. The charges set forth in (i) and (ii)
above will not apply if a terminated Service Component is replaced with an upgraded
similar Service Component at the same Site(s), provided the applicable minimum
period and associated charge for the replacement Service Component each are equal
to or greater than the applicable period and charge for the terminated Service
Component.
2.4 In the event of a termination of a Pricing Schedule either by Customer other than
as set out in Section 2.2 above or by AT&T for material breach, Customer must pay:
(i) a Termination Charge equal to 50% of the unsatisfied MARC for the year of the
Pricing Schedule Term in which the Pricing Schedule is terminated plus 50% of the
MARC for each year remaining in the Pricing Schedule Term; and (ii) the amounts set
forth in Section 2.3, above.
3. MINIMUM COMMITMENTS/CHARGES
If, on any anniversary of a Pricing Schedule Term start date, the Customer has failed
to satisfy the MARC for the preceding 12 month period, the Customer will be billed a
shortfall charge in an amount equal to the difference between the MARC and the total
of the applicable MARC-Eligible Charges incurred during the 12 month period. In such
a case, Customer shall not be entitled to receive promotional, compliance or other
credits until Customer pays the shortfall charge.
4. CHARGES AND BILLING
4.1 Customer shall pay / reimburse AT&T for Customer’s use of the Services at the
rates and charges specified in the Pricing Schedules, without deduction, setoff or delay
for any reason. Charges set forth in the Pricing Schedules are exclusive of any
applicable taxes.
4.2 Customer shall bear and pay all taxes (excluding those on AT&T's net income),
duties, levies, shipping charges or any other charges (and any associated interest and
penalties) relating to the sale, transfer of ownership, installation, license, use or
provision of the Services, except to the extent a valid tax exemption certificate is
provided by Customer to AT&T prior to the delivery of Services.
4.3 Payment will be due within thirty (30) days after the date of the invoice and must
refer to the invoice number. Charges will be quoted and invoices shall be paid in the
currency specified in invoice. There shall not be any restrictive endorsements or other
statements on checks tendered to AT&T. Customer shall reimburse AT&T for all costs
associated with collecting delinquent or dishonored payment instructions. Where
payments are overdue, AT&T may assess interest charges at the lower of 1.5% per
month (18% per annum) or the maximum rate allowed by law.
4.4 Customer shall not be responsible for payment / reimbursement of charges for
Services invoiced more than six (6) months after close of the billing month in which the