Common use of Royalty Calculation Clause in Contracts

Royalty Calculation. All payments made pursuant to this section shall be in cash in U.S. currency and shall be accompanied by a royalty calculation, calculated regardless of the amount of Licensed Content licensed hereunder or whether such Licensed Content are Broadcast, detailing by segment (as Licensee and its auditors believe in good faith would be required to be reported under the rules of the U.S. Securities and Exchange Commission (assuming it was a reporting party under such rules), or, if not so determined to be so required under such rules or such rules cease to exist, in its general reports to its primary corporate level senior lenders, or such other segments as may be agreed by the parties acting reasonably) each of the components of the Royalty Base and any deductions or exclusions therefrom, and setting forth the amount of royalty payable based on the monthly financial information prepared for Licensee’s internal reporting purposes which are estimates and subject to the more formal closing procedures performed quarterly and annually, as well as any DTO or DTR information required to be delivered to Licensor in accordance with Sections 5.1(e) or 5.2(a), respectively. Within forty-five (45) days after each quarter end, Licensee will provide a royalty calculation including the same categories of information as the monthly royalty statements, showing the calculation of the Royalty Base as reported in its quarterly financial statements, and truing up the monthly financial information to the quarterly financial information. Prior to delivery to Licensor, all royalty calculations (whether monthly, quarterly, annual or otherwise) shall be reviewed and approved by the highest-ranking accounting officer of Licensee or the executive officer to whom such senior accounting officer reports. Each of Licensee and Licensor will appoint a contact person who is knowledgeable of the calculation of the Royalty Base to coordinate with each other, and Licensee’s contact person will provide to Licensor all further relevant information and documentation in Licensee’s possession as reasonably requested, which may include worksheets and workpapers used for or underlying such calculation. Starting with its 2011 financial statements, Licensee will include in the segment footnote to its audited financial statements (including those filed with the SEC, if any) a line item, which will be defined in such footnote, to include only the Royalty Base, except for a reconciling item to adjust barter revenues to fair value to the extent needed.

Royalty Calculation. All payments made pursuant to this section shall be in cash in U.S. currency and shall be accompanied by a royalty calculation, calculated regardless of the amount of Licensed Content licensed hereunder or whether such Licensed Content are Broadcast, detailing by segment (as Licensee and its auditors believe in good faith would be required to be reported under the rules of the U.S. Securities and Exchange Commission (assuming it was a reporting party under such rules), or, if not so determined to be so required under such rules or such rules cease to exist, in its general reports to its primary corporate level senior lenders, or such other segments as may be agreed by the parties acting reasonably) each of the components of the Royalty Base and any deductions or exclusions therefrom, and setting forth the amount of royalty payable based on the monthly financial information prepared for Licensee’s internal reporting purposes which are estimates and subject to the more formal closing procedures performed quarterly and annually, as well as any DTO or DTR information required to be delivered to Licensor in accordance with Sections 5.1(e) or 5.2(a), respectively. Within forty-five (45) days after each quarter end, Licensee will provide a royalty calculation including the same categories of information as the monthly royalty statements, showing the calculation of the Royalty Base as reported in its quarterly financial statements, and truing up the monthly financial information to the quarterly financial information. Prior to delivery to Licensor, all royalty calculations (whether monthly, quarterly, annual or otherwise) shall be reviewed and approved by the highest-ranking accounting officer of Licensee or the executive officer to whom such senior accounting officer reports. Each of Licensee and Licensor will appoint a contact person who is knowledgeable of the calculation of the Royalty Base to coordinate with each other, and Licensee’s contact person will provide to Licensor all further relevant information and documentation in Licensee’s possession as reasonably requested, which may include worksheets and workpapers used for or underlying such calculation. Starting with its 2011 financial statements, Licensee will include in the segment footnote to its audited financial statements (including those filed with the SEC, if any) a line item, which will be defined in such footnote, to include only the Royalty Base, except for a reconciling item to adjust barter revenues to fair value to the extent needed.