Common use of Payments and Statements Clause in Contracts

Payments and Statements. PBE hereby agrees to pay to CBC an amount equal to (i) 10% of Gross Revenue of PBE arising after the Commencement Date from contracts, agreements, and arrangements for the distribution, marketing, and delivery of the Product with the distributors and manufacturers (including sub-distributors and sub-manufacturers) that are described in Schedule A, plus (ii) 5% (reduced by 0.5% at the end of each anniversary of the Commencement Date of this Agreement) of all other Gross Revenue (together, the “Revenue Share”), as follows: 2.1 PBE shall, within forty-five (45) days after the end of each Reporting Period, furnish to CBC complete and accurate statements, signed and certified to be true and complete by a duly authorized officer of PBE, showing the following related to such Reporting Period: (a) To the extent PBE engages in Retail Sales of Product, Sales volume and Gross Revenue (without deductions of any kind) from PBE’s Retail Sales of each Licensed Product by country or region and by distribution channel, including, but not limited to: (i) Mass retail/supermarkets; (ii) Convenience stores; (iii) Other retail outlets; (iv) Bars, clubs, restaurants, clubs & other locations involving late night activities; (v) Ecommerce; and (vi) Other (e.g., specialty stores); (b) PBE’s Wholesale Sales by country or region and by distributors or subcontractors (which PBE may report anonymously); (c) Distributor Payments to PBE by country or region and by distributors or subcontractors (which PBE may report anonymously); (d) To the extent PBE engages in direct sales of Product at Events or otherwise derives revenue from such Events, Event Revenue derived by PBE; (e) Copies of reports, if any, provided to PBE by its distributors. manufacturers and subcontractors regarding Retail Sales, Wholesale Sales, Event Revenue and/or other data regarding the sale or distribution of Product within ten (10) business days after PBE’s receipt of such information; (f) Revenue Share payable to CBC; and (g) Any and all currency conversion rates at which revenue in foreign currencies were converted to U.S. dollars. 2.2 At the same time as delivering such statement, PBE shall pay the amount of the Revenue Share for such reporting Periods. The Revenue Share is payable when Products are considered sold, and Products are considered sold when invoiced, shipped, delivered and paid for. 2.3 All payments hereunder shall be made in U.S. dollars, together with such value added tax (or equivalent) as may be chargeable thereon and without deduction whatsoever, including deduction of any expenses or withholding or other taxes (amounts specified to be net of taxes). Payments shall be made in cleared federal funds to CBC by bank transfer to the account identified by CBC from time-to-time. 2.4 When reasonably requested by CBC during the Term, PBE shall provide CBC with: (a) copies of PBE’s most recent internal financial statements (and, if available, audited, compiled, or reviewed financial statements, including without limitation footnotes); (b) to the extent they exist, annual reports, 10-Ks (including the 10-Ks of any other company which for any reason include or take into account information relating to PBE’s financial condition and/or performance), balance sheets or other similar documents that indicate PBE’s financial status; and (c) an updated list of the names and addresses, to the extent known by PBE, of all manufacturing sources, subcontractors, distributors, suppliers, dealers, wholesalers, retailers, accounts and others which have been engaged in the design, manufacture, advertising, promotion, sale, distribution or other dealings with any or all of the Product. Such list shall, if so requested by CBC and known by PBE, contain the full specification of all designs, utility models, patents or trademarks that may be involved, directly or indirectly, in the manufacture, production or distribution of any or all of the Products. 2.5 Any currency conversions that are required under this Agreement shall be made using the prevailing exchange rate (as reported in the Financial Times) as at the date of PBE’s payment or due date of payment, whichever is earlier. Any cost of conversion included in a bank’s exchange rate must be accounted for with a corresponding increase in the amount being converted so that all costs of conversion, as well as wire transfer and other bank fees, shall be the sole expense of PBE, and CBC shall receive the full amount of payments without reduction. 2.6 Overdue payments shall bear simple interest at the rate of (a) one percent (1%) per month, compounded annually, or (b) the maximum interest rate permissible under law, whichever is less, from the due date of payment until actual payment. 2.7 PBE shall pay any withholding or similar taxes in a timely manner and shall on written request promptly provide CBC with a receipt evidencing such payment.