Common use of Payments and Statements Clause in Contracts

Payments and Statements. (1) Within forty-five (45) days following the end of each calendar quarter ("License Quarter"), or portion thereof during which this Agreement is in effect ("Partial Quarter"), commencing on the date of this Agreement and continuing until all Licensed Products have been disposed of as provided in this Agreement, Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by an officer of Licensee setting forth all Licensed Product(s) shipped, distributed and/or sold by Licensee during the preceeding License Quarter or Partial Quarter, and the then-current wholesale price and any returns made, together with an unaudited financial statement for such License Quarter or Partial Quarter. (2) Within forty-five (45) days following the end of each full calendar year during the Term, Licensee shall determine, and shall provide to Licensor a statement (the "Annual Statement") showing, the total amount of royalties due and owing to Licensor hereunder for such calendar year. Licensee also shall provide to Licensor at such time unaudited financial statements for such calendar year and, when they become available, audited statements for the calendar year. Receipt or acceptance by Licensor of any statement, including any Annual Statement, furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time within three (3) years after receipt by Licensor of the applicable statement and/or payment, except in instances of fraud or other circumstances that could not reasonably have been discovered in the course of a competent audit. In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payments shall bear interest at the lesser of the then current prime rate of Licensee's primary lender, plus three percent (3%), and the maximum allowable under the law (the "Rate"). (3) Licensee shall make royalty payments to Licensor as follows: A. Years 1 and 2: Within forty-five (45) days following the end of the initial Partial Quarter and subsequent License Quarters during the first two (2) calendar years of the Term, Licensee shall pay to Licensor the royalties due on Licensed Product sales pursuant to Paragraph 3(b) during such Partial Quarter and License Quarter. B. Year 3 Through Year 8: Within forty-five (45) days following the end of each License Quarter during the third calendar year and each subsequent calendar year of the Term, Licensee shall pay to Licensor twenty-five percent (25%) of the Minimum Royalty (the "Quarterly Royalty") due for such year. Within forty-five (45) days following the end of the final Partial Quarter of the Term, Licensee shall pay to Licensor the appropriate pro rated portion of the Quarterly Royalty.

Payments and Statements. The Ticket Royalty, Merchandising Royalty, and Sponsorship Royalty (1collectively, “Royalties”) Within forty-five shall be calculated from the earlier of when billed, received by or credited to Licensee and shall be due and payable to Fox on a quarterly basis within thirty (4530) days following the end close of each calendar quarter quarter. Royalty statements ("License Quarter")which statements shall be on forms to be furnished to Licensee by Fox or shall be prepared in a manner or containing content as reasonably required by Fox) shall be made within thirty (30) days after the close of each calendar quarter. Royalty statements shall be rendered quarterly regardless of whether royalties are actually due and payable for such calendar quarter. All amounts shall first be stated in the currency in which the sales were actually made with the equivalent amount stated in United States dollars or other currency in which royalties are being remitted, and the actual rate of exchange obtained by the Licensee and used in making the conversion. If Fox does not receive the applicable royalty payment on or portion thereof during which this Agreement is in effect ("Partial Quarter"), commencing on before the date thirtieth day of this Agreement and continuing until all Licensed Products have been disposed of as provided in this Agreementany quarter, Licensee shall furnish pay interest with respect to Licensor complete and accurate statements certified any royalties owed to be accurate by an officer of Licensee setting forth all Licensed Product(s) shipped, distributed and/or sold by Licensee during Fox computed from the preceeding License Quarter or Partial Quarter, and original due date until paid at the then-current wholesale price and published U.S. prime rate plus Five Percent (5%). Neither the acceptance of any returns made, together with an unaudited financial payment or royalty statement for nor the deposit of any check shall preclude Fox from question­ing the correctness of such License Quarter payment or Partial Quarter. (2) Within forty-five (45) days following the end of each full calendar year during the Term, royalty statement at any time. Licensee shall determine, keep accurate and shall provide to Licensor a statement (the "Annual Statement") showing, the total amount of royalties due complete books and owing to Licensor hereunder for such calendar year. Licensee also shall provide to Licensor at such time unaudited financial statements for such calendar year and, when records as they become available, audited statements relate hereto for the calendar year. Receipt or acceptance by Licensor greater of any statement, including any Annual Statement, furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time within three six (36) years after receipt by Licensor of from the applicable statement and/or payment, except in instances of fraud Effective Date or other circumstances that could not reasonably have been discovered in the course of a competent audit. In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Licensee. Late payments shall bear interest at the lesser of the then current prime rate of Licensee's primary lender, plus three percent (3%), and the maximum allowable under the law (the "Rate"). (3) Licensee shall make royalty payments to Licensor as follows: A. Years 1 and 2: Within forty-five (45) days following the end of the initial Partial Quarter and subsequent License Quarters during the first two (2) calendar years from termination or expiration of this Agreement. On reasonable notice, Fox shall have the Termright to examine said books and records. Should Licensee fail to maintain auditable books and records that are consistent with ‘Generally Accepted Accounting Principles’ (GAAP), and Fox is otherwise unable to gain access to such records via Licensee and/or Fox’s customary rights to audit the books and records of Venue owners/operators as set forth in Section 2(b) above, Licensee shall pay to Licensor the royalties due on Licensed Product sales pursuant Fox a penalty equal to Paragraph 3(b) during such Partial Quarter and License Quarter. B. Year 3 Through Year 8: Within fortyTwenty-five (45) days following the end of each License Quarter during the third calendar year and each subsequent calendar year of the Term, Licensee shall pay to Licensor twenty-five Five percent (25%) of all Royalties paid (or owed) to Fox from the Minimum Royalty (the "Quarterly Royalty") due for such year. Within forty-five (45) days following the end commencement of the final Partial Quarter Term through the period subject to audit. Payment of the Termsuch penalty shall not waive, Licensee shall pay to Licensor the appropriate pro rated portion of the Quarterly Royaltylimit or restrict any rights or remedies which Fox may have in law or equity.