Payment Disputes; Other Charges. If a dispute arises with respect to any payment obligation under this Agreement, neither Party shall be obligated to pay any disputed amounts set forth in a Compensation Statement delivered by Decolar until such time as the dispute has been resolved. Upon the earlier of # the end of each anniversary of the Effective Date or, # at such time as the outstanding aggregate disputed amount exceeds USD ​, either Party may deliver to the other Party in writing a notice of any disputed payment obligations (a “Dispute Notice”), specifying in reasonable detail the nature of its dispute and the specific disputed amounts, including line item detail for such disputed amounts. During the thirty (30) day period after the delivery of such dispute notice to the other Party, the Parties shall attempt in good faith to resolve any such dispute and finally determine the proper amounts to be reflected on such statement. If, at the end of such thirty (30)-day period, the Parties have failed to reach agreement with respect to the matters addressed in the Dispute Notice, then the matter shall be submitted to the Accountant, which shall act as arbitrator. The Accountant shall determine the proper amounts to be reflected on a Compensation Statement for such period in accordance with the terms and conditions of this Agreement. The Accountant shall deliver to each Party, as promptly as practicable and in any event within thirty (30) days after its appointment, a written report setting forth the resolution of the dispute for such period. Such report shall be final and binding upon the Parties to the fullest extent permitted by applicable Law and may be enforced in any court having jurisdiction. Each Party shall bear all the fees and costs incurred by it in connection with this arbitration, except that, if the Accountant determines that the aggregate net adjustment to the applicable statement was greater than five percent (5%), all fees and expenses relating to the foregoing work by the Accountant shall be borne by the Party that does not prevail on the matters resolved by the Accountant, all fees and expenses related to the foregoing work by the Accountant shall be borne by such Party for any such dispute in which such Party did not prevail. No Payment dispute shall give the Party disputing such Payment the right to withhold any such Payment that is in dispute hereunder. For the avoidance of doubt, if a dispute arises with respect to any payment obligation under this Agreement, until such time as the dispute has been resolved in a manner satisfactory to the Parties in accordance with terms of this section, neither Supplier nor any Property will # apply any payment received for any other Booking or invoice to the disputed Booking or amount, # charge or attempt to charge the End User directly for the disputed amount, # refuse to honor any End User’s Booking, or # take any other action likely to interfere with the fulfillment or enjoyment of any End User’s Booking. Final service provider is responsible for any incidental changes or services requested by a guest directly to the Supplier or the Property and for collecting from the guest any charges for such incidental changes or services.

Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the New Purchaser for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the New Purchaser or in such name or names as may be directed by the New Purchaser; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the New Purchaser, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the New Purchaser and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

Late Retirement Benefit: When permitted by Company policy, a Participant may continue his employment beyond his Normal Retirement Date. The Participant’s Accrued Benefit as of his Late Retirement Date (“Late Retirement Benefit”) shall commence on his Late Retirement Date. The Participant’s Late Retirement Benefit shall consist of two components: # the Participant’s Standard Accrued Benefit or, if applicable, Modified Accrued Benefit, paid in the normal form described in [Section 3.7] and # if applicable, the Participant’s Incremental Accrued Benefit and/or the Participant’s Supplemental Accrued Benefit paid in the form elected by the Participant pursuant to [Section 3.8].

LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.

Section # Servicing Compensation. As compensation for its servicing activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to receive the Servicing Fee to the extent of funds available therefor pursuant to [Section 2.08]. The Servicer shall be further entitled to retain as additional servicing compensation any and all ancillary fees and payments from Obligors, including administrative fees and similar charges allowed by Applicable Law, but excluding extension fees and late fees.

SECTION # Late Charge. In the event that the Borrower fails to pay any installment of interest or the principal of the Loan within ten (10) days after the due date therefor, the Borrower shall pay to the Bank without demand a late charge equal to five percent (5%) of the amount of the scheduled payment. The imposition and payment of any late charge shall not constitute a waiver of the Bank’s rights with respect to an Event of Default resulting from such late payment.

Section # Late Payments 23

If Landlord fails to receive all or any portion of the monthly Net Rent within ten (10) days after it becomes due, Tenant shall pay Landlord as additional rent, a late charge equal to five percent (5%) of the overdue amount. Tenant and Landlord agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment.

Late Fee. In the event any Principal or interest payment due under this Note is not made within ten days of the date due, Evolution will be entitled, in addition to all other rights and remedies, to charge and collect a late fee of 10% of the unpaid payment. All late fees payable under this Section 7 will be due and payable immediately upon demand.

An Eligible Employee shall also include a Newly Hired Employee and a Late Year Newly Hired Employee.