STATEMENTS AND PAYMENTS OF ROYALTIES. A. You agree to furnish to us by the 30th day after each Royalty Payment Period full and accurate statements on statement forms we designate for your use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Bill▇▇▇▇ ▇▇▇ applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time you will pay us all Royalties due on bill▇▇▇▇ ▇▇▇wn by such statement. To the extent that any Royalties are not paid, you authorize us to offset Royalties due against any sums which we or any Affiliate of ours may owe to you or any Affiliate of yours. No deduction or withholding from Royalties payable to us shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by you. B. The statement forms we designate for our use may be changed from time to time, and you agree to use the most current form we provide to you. You agree to fully comply with all instructions supplied by us for completing such forms. C. In addition to the other information requested by the statement forms, your statement shall with respect to all Articles report separately: (1) F.O.B. In Sales; (2) F.O.B. Out Sales; (3) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved); (4) your sales of Articles as a supplier to any of our or our licensees or our Affiliates' licensees for the Articles (which sales shall not generate Royalties payable to us so long as such licensees are reselling the Articles and paying us royalties on such resales); (5) sales of Articles to us or any Affiliate of ours; (6) sales of Articles to your or our employees; (7) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove. D. Sales of items licensed under contracts with us other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement. E. Your statements and payments shall be delivered to The Walt Disney Company, P.O. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. However, Advances should be mailed directly to the Contract Administrator at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. ▇ copy of each statement must be sent to us at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ the attention of the Contract Administrator, Consumer Products Division. If you wish to send statements and payments by overnight courier, please use the following address: The Walt ▇▇▇ney Company, Wachovia South Metro Center, 3585 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention Pegg▇ ▇▇▇▇▇▇, ▇▇ference Lock Box 101947.
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STATEMENTS AND PAYMENTS OF ROYALTIES. A. (i) You agree to furnish to us by the 30th 15th day after each Royalty Payment Period a full and accurate statements on statement forms we designate for your useshowing by Article, showing all information requested by such forms, including but not limited towith stock number or other item description, the Royalties payable, quantities, country of sale, Net Invoiced BillB▇▇▇▇▇▇▇ ▇▇▇ and applicable Royalty rate(s) of Articles Article invoiced during the preceding Royalty Payment Period, Period reported in the currency invoiced to customers and the quantities and invoice value of defective Articles returned for credit or refund in such period. At A statement is due even if no sales occurred during the same time period covered by the statement. We then shall submit to you will pay us an invoice for all Royalties due on billB▇▇▇▇▇▇▇ ▇▇▇wn shown by such statementstatements, plus value added taxes, if any, and other applicable taxes due thereon ("Royalty invoice"). You agree to pay us all amounts indicated on such Royalty invoices on or by the earlier of thirty (30) days after the end of the Royalty Payment Period, or the fifteenth (15th) day after we send such invoice to you. You shall bear any costs associated with the transfer of such payments to us. To the extent that any Royalties are not paid, you authorize us to offset Royalties due against any sums which we or any Affiliate affiliate of ours out may owe to you or any Affiliate parent or subsidiary or affiliate of yours. No deduction or withholding from Royalties payable to us shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles Article shall be borne by you.
B. The (ii) If you fail to furnish to us a royalty statement i such detail and by such day as required hereunder, we may nevertheless submit a Royalty invoice to you, prepared based on the average amount invoiced during the immediately preceding three periods, together with interest thereon, the amount of which invoice shall be immediately payable. We will make any necessary adjustments to such invoice amount on the Royalty invoice next prepared after we receive accurate reporting information from you. Our submission of a Royalty invoice to you due to your failure to timely furnish the statement required hereunder, shall not constitute a waiver on our part of your breach of your reporting obligations.
b. If we at any time so request, your statements shall be made on statement forms we designate for our use may be changed from time to time, and you agree to use the most current form which we provide or in a form as we require (including for example, electronic transmission). Should any investment to implement electronic reporting be required, such investment shall be borne entirely by you. You agree to will fully comply with all the instructions supplied by us for completing such forms.
C. In addition to the other information requested by the statement forms, your statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales;
(3) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(4) your sales of Articles as a supplier forms or adhering to any of our or our licensees or our Affiliates' licensees for the such format. Apparel Articles (which sales shall not generate Royalties payable to us so long as such licensees are reselling the Articles and paying us royalties on such resales);
(5) sales of Articles to us or any Affiliate of ours;
(6) sales of Articles to your or our employees;
(7) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove.
D. Sales of items licensed under contracts with us other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreementseparately by size range (e.g. "boys'", "girls'"," men's", etc.
E. ) Your statements and payments shall be delivered to The Walt Disney Company, P.O. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. However, Advances should be mailed directly to identify for each Article the Contract Administrator at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. ▇ copy of character or other Licensed Material used on each statement must be sent to us at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ the attention of the Contract Administrator, Consumer Products Division. If you wish to send statements and payments by overnight courier, please use the following address: The Walt ▇▇▇ney Company, Wachovia South Metro Center, 3585 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention Pegg▇ ▇▇▇▇▇▇, ▇▇ference Lock Box 101947such Article.
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STATEMENTS AND PAYMENTS OF ROYALTIES. A. You agree Licensee agrees to furnish to us Polaris by the 30th day after each Royalty Payment Period full and accurate statements on quarterly sales and royalty statement forms we designate Polaris designates for your Licensee's use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Bill▇▇▇▇▇▇▇▇ ▇▇▇ and applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time you Licensee will pay us Polaris all Royalties due on bill▇▇▇▇▇▇▇▇ ▇▇▇wn shown by such statement. To the extent that any Royalties are not paid, you authorize us to offset Royalties due against any sums which we or any Affiliate of ours may owe to you or any Affiliate of yoursstatements plus taxes if applicable. No deduction or withholding from Royalties payable to us Polaris shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by youLicensee.
B. Receipt or acceptance by Licensor of any of the statements furnished pursuant to this Agreement or of any sums paid hereunder shall not preclude Licensor from questioning the correctness thereof at any time, and 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. Upon demand of Licensor, Licensee shall at its own expense, but not more than one in any twelve (12) month period, furnish to Licensor a detailed statement by an independent certified public accountant showing the number, description of items sold specifying the components of the Licensed Property utilized and nature of Licensed Product(s), gross sales price itemized deductions from gross sales price and net sales price of the Licensed Product(s) covered by this Agreement distributed and/or sold by Licensee up to and including the date upon which Licensor has made such demand.
C. Licensee agrees to provide, in the event of a material default in payment, at Licensor's request: (i) a letter of credit issued in favor of Licensor from a financial institution as approved by Licensor in an amount up to the Guaranteed Consideration; and/or (ii) such other form of security acceptable to Licensor. Licensee agrees to execute all documentation as Licensor may require in connection with perfecting such security interests.
D. The quarterly sales and royalty statement forms we designate Polaris designates for our Licensee's use may be changed from time to time, and you agree Licensee agrees to use the most current form we provide Polaris provides to youLicensee. You agree Licensee agrees to fully comply with all instructions supplied by us Polaris for completing such forms.
C. In addition to the other information requested by the statement forms, your statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales;
(3) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(4) your sales of Articles as a supplier to any of our or our licensees or our Affiliates' licensees for the Articles (which sales shall not generate Royalties payable to us so long as such licensees are reselling the Articles and paying us royalties on such resales);
(5) sales of Articles to us or any Affiliate of ours;
(6) sales of Articles to your or our employees;
(7) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove.
D. Sales of items licensed under contracts with us other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Your Licensee's statements and payments payments, including all Royalties, shall be delivered to The Walt Disney Companythe attention of Trademarketing Resources, P.O. Inc. at ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, . ▇▇▇▇▇▇▇ ▇▇▇▇▇Court, Los Altos, CA 94024.
F. Licensee represents and warrants that its information systems, including without limitation, all its proprietary and all third party hardware and software, process dates correctly prior to, during and after the calendar year 2000 ("Year 2000 Compliance"). HoweverYear 2000 Compliance shall include, Advances should without limitation, correct century recognition, calculations that properly accommodate same century and multi-century formulas and date ,values, and interface values that reflect the appropriate century. Upon a breach by Licensee of its obligation under this paragraph, Polaris shall be mailed directly entitled to terminate this Agreement in accordance with the Contract Administrator at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. ▇ copy of each statement must be sent to us at 500 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇ the attention of the Contract Administrator, Consumer Products Division. If you wish to send statements and payments by overnight courier, please use the following address: The Walt ▇▇▇ney Company, Wachovia South Metro Center, 3585 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇tention Pegg▇ ▇▇▇▇▇▇, ▇▇ference Lock Box 101947provisions for termination set forth herein.
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