Common use of Computation and Payment of Quarterly Clause in Contracts

Computation and Payment of Quarterly. Annual Fee Following the end of each Quarter, Manager shall prepare and deliver to CE LLC the accrued quarterly installment of the Annual Fee for such Quarter. CE LLC will, subject to any offset as contemplated by Section 7.1.3, pay the quarterly installment of the Annual Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than 30 days following the end of such Quarter. 7.3 Governmental Charges CE LLC, on behalf of the Service Recipients, shall pay or reimburse the relevant member of the Manager Group for all sales taxes, use taxes, value added taxes, withholding taxes or other similar taxes, customs duties or other governmental charges (“Governmental Charges”) that are levied or imposed by any Governmental Authority on such member of the Manager Group by reason of the provision of the Services by such member of the Manager Group in connection with this Agreement or any other agreement contemplated by this Agreement, or the fees or other amounts payable in connection therewith, except for any income taxes, corporation taxes, capital taxes or other similar taxes payable by any member of the Manager Group which are personal to such member of the Manager Group. Any failure by any member of the Manager Group to collect monies on account of these Governmental Charges shall not constitute a waiver of the right to do so. Governmental Charges will be offset against Governmental Charges (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.4 Computation and Payment of Governmental Charges From time to time the Manager shall, or shall cause the other Service Providers to, prepare statements (each an “Expense Statement”) documenting the Governmental Charges to be reimbursed pursuant to this Article 7 and shall deliver such statements to the relevant Service Recipient. All Governmental Charges reimbursable pursuant to this Article 7 shall, subject to any offset as contemplated by Section 7.3, be reimbursed by CE LLC, on behalf of the Service Recipients, no later than the date which is 30 days after receipt of an Expense Statement. The provisions of this Section 7.4 shall survive the termination of this Agreement. 7.5 Exclusions from the Annual Fee The Annual Fee does not cover: 7.5.1 services to perform work under the CWEN Thermal Business Divesture (“Thor”), as such services will be priced at $1,000/MW annually and will cease once the CWEN Thor TSA is fully performed; 7.5.2 costs for the benefit of CWEN only, as such costs will be charged directly to CWEN; or 7.5.3 large platform infrastructure upgrades, defined by 1) projects that are identified as cross platform that are presented to the Investment Review Committee (“IRC”) and 2) require over $1,000,000 in capitalized labor / non-labor (e.g., ETRM implementation or ERP upgrade).

Computation and Payment of Quarterly. Annual Fee Following the end of each Quarter, Manager shall prepare and deliver to CE LLC CEG the accrued quarterly installment of the Annual Fee for such Quarter. CE LLC CEG will, subject to any offset as contemplated by Section 7.1.3, pay the quarterly installment of the Annual Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than 30 days following the end of such Quarter. 7.3 Governmental Charges CE LLCCEG, on behalf of the Service Recipients, shall pay or reimburse the relevant member of the Manager Group for all sales taxes, use taxes, value added taxes, withholding taxes or other similar taxes, customs duties or other governmental charges (“Governmental Charges”) that are levied or imposed by any Governmental Authority on such member of the Manager Group by reason of the provision of the Services by such member of the Manager Group in connection with this Agreement or any other agreement contemplated by this Agreement, or the fees or other amounts payable in connection therewith, except for any income taxes, corporation taxes, capital taxes or other similar taxes payable by any member of the Manager Group which are personal to such member of the Manager Group. Any failure by any member of the Manager Group to collect monies on account of these Governmental Charges shall not constitute a waiver of the right to do so. Governmental Charges will be offset against Governmental Charges (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.4 Computation and Payment of Governmental Charges From time to time the Manager shall, or shall cause the other Service Providers to, prepare statements (each an “Expense Statement”) documenting the Governmental Charges to be reimbursed pursuant to this Article 7 and shall deliver such statements to the relevant Service Recipient. All Governmental Charges reimbursable pursuant to this Article 7 shall, subject to any offset as contemplated by Section 7.3, be reimbursed by CE LLCCEG, on behalf of the Service Recipients, no later than the date which is 30 days after receipt of an Expense Statement. The provisions of this Section 7.4 shall survive the termination of this Agreement. 7.5 Exclusions from the Annual Fee The Annual Fee does not cover: 7.5.1 services to perform work under the CWEN Thermal Business Divesture (“Thor”), as such services will be priced at $1,000/MW annually and will cease once the CWEN Thor TSA is fully performed; 7.5.2 costs for the benefit of CWEN only, as such costs will be charged directly to CWEN; or 7.5.3 large platform infrastructure upgrades, defined by 1) projects that are identified as cross platform that are presented to the Investment Review Committee (“IRC”) and 2) require over $1,000,000 in capitalized labor / non-labor (e.g., ETRM implementation or ERP upgrade)[Reserved.]