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"Regulatory Activity"means any regulation and/or the right to protest the assessment and participate in <br /> ruling, including modifications thereto,by any any legal challenge to such assessment,but shall be <br /> governmental or quasi-governmental authority, liable for any Tax,penalty,surcharge and interest <br /> including,without limitation,universal service fund ultimately determined to be due. TNS shall,when <br /> programs(state and federal). requested by Customer and at Customer's expense, <br /> cooperate with Customer in any such protest or legal <br /> 3. Billing and Payment. challenge. <br /> (a) Customer shall pay TNS all charges as and 4. Termination. <br /> when due under this Agreement,without deduction <br /> or setoff.Customer shall have the right to dispute any (a) Except as otherwise provided herein, if <br /> amount so invoiced and must notify TNS in writing Customer(i)fails to pay any outstanding charges <br /> of its dispute within sixty(60)days of the receipt of within ten(10)days after receipt of written notice <br /> such invoice or the dispute shall be waived. A copy from TNS of delinquency, (ii)fails to perform or <br /> of the written notification of disputed charges plus observe any other material term or condition of this <br /> any documentation supporting Customer's claim Agreement within thirty(30)days after receipt of <br /> shall be forwarded to TNS at the address set forth in written notice from TNS of such failure,or(iii)files <br /> this Agreement. Any disputed charges resolved in for protection under bankruptcy laws,makes an <br /> favor of Customer shall be credited to Customer's assignment for the benefit of creditors,appoints or <br /> account on the next invoice following resolution of suffers appointment of a receiver or trustee over its <br /> the dispute. Any disputed amounts determined to be property,files a petition under the bankruptcy or <br /> due and payable to TNS shall be due within ten(10) insolvency act or has any such petition filed against it <br /> days of the resolution of the dispute. which is not discharged within sixty(60)days of the <br /> filing thereof,TNS may,at its discretion,suspend <br /> (b) All payments shall be mailed to the TNS providing the Services and/or terminate this <br /> address stated on the bill. Bills will be issued Agreement. If TNS terminates this Agreement,then <br /> monthly and are payable within thirty(30)days from Customer shall be liable for all charges incurred as of <br /> the date shown on the invoice.Commencing upon the the date of termination and any termination charges <br /> day after the due date of the bill,interest shall be due set forth in this Agreement. If TNS suspends <br /> and payable by Customer to TNS at the rate of 1.5% providing the Services,then Customer shall be liable <br /> per month or the maximum legal rate,whichever is for all license fees or other recurring charges related <br /> lower,on any undisputed portion of the bill which to the suspended Services during the period of <br /> has not been paid. Payments will be applied first to suspension. <br /> the oldest outstanding amounts. <br /> (b) Except as otherwise provided herein,if TNS <br /> (c) Customer agrees to pay any Taxes due on the (i)fails to perform or observe any material term or <br /> Services,unless Customer provides a valid tax condition of this Agreement within thirty(30)days <br /> exemption certificate. Should any federal,state or after receipt of written notice from Customer of such <br /> local jurisdiction determine that Taxes that have not failure or(ii)files for protection under bankruptcy <br /> been billed by TNS(and interest,penalty and/or laws,makes an assignment for the benefit of <br /> surcharges thereon)are due on the provision of any creditors,appoints or suffers appointment of a <br /> Services provided under this Agreement,TNS shall so receiver or trustee over its property,files a petition <br /> advise Customer and Customer shall be liable for any under any bankruptcy or insolvency act or has any <br /> such Tax,interest,penalty and surcharge. such petition filed against it which is not discharged <br /> Notwithstanding the foregoing,Customer shall not be within sixty(60)days of the filing thereof,Customer <br /> liable for any penalty or surcharge to the extent it may terminate this Agreement. If Customer <br /> arises as a result of TNS's failure to properly and terminates this Agreement pursuant to this Section <br /> timely bill the taxes on which the penalty or surcharge 4(b),except for charges incurred as of the date of <br /> is being assessed(unless such failure to bill is the termination,Customer shall have no further financial <br /> result of an invalid tax exemption certificate supplied obligations to TNS under this Agreement. <br /> to TNS by Customer in which case Customer shall be <br /> responsible for the assessed penalty or surcharge). (c) If Customer cancels or terminates this <br /> However,if the Customer disagrees with the Agreement or the Services provided hereunder before <br /> assessment of any such additional Tax,penalty, the completion of the Initial Term or any Renewal <br /> surcharge and interest,the Customer shall,at its option Term for any reason whatsoever other than pursuant <br /> and expense(including payment of any such to Section 4(b)above,Customer agrees to pay TNS <br /> assessment prior to final resolution of the issue),have the following sums within thirty(30)days of <br /> 2 <br />