Common use of Statements and Payments Clause in Contracts

Statements and Payments. (i) Within not more than fifteen (15) days after each calendar month during the Term and the Sell-Off Period, if any, or within ten (10) days of a written request by Licensor Licensee shall furnish to Licensor or its designee a complete and accurate (i) hereof and the details of all such expenditures, supported by copies of vouchers and copies of all advertising for or relating to the period covered by such Statement; and (e) an accounting of Holograms (as hereinafter defined) comprising identification of the quantity of Holograms placed on Product sold or otherwise distributed (with an explanation of where the Product was distributed to), the quantity of Holograms placed on Product in inventory, and the quantity of Holograms in storage and not yet placed on Products, as well as the corresponding Hologram numbers for each of the above. When, during any License Year, the amount of Guaranteed Royalties for such License Year has been exceeded by Earned Royalties for such License Year, Licensee shall commence payment of Earned Royalties. Licensee shall pay all accrued and unpaid Earned Royalties by remittance accompanying each of the Statements. (ii) As used in this Agreement, the term “Net Sales” means the gross wholesale invoice price charged by Licensee or any of Licensee’s subsidiary or affiliated companies to unrelated, unaffiliated third-party customers or consumers for the Products less (x) refunds, credits and allowances actually made or allowed to customers for returned defective Products; and (y) value added tax assessed on sales (only where applicable). No other deduction or recoupments of any kind shall be deducted from the gross wholesale invoice price, including by way of example, cash discounts, early payment discounts, year-end rebates, costs incurred in manufacturing, selling, distributing, shipping or handling Products, advertising (including cooperative and promotional allowances, fixturing, merchandising guides, displays and/or the like), uncollectible accounts, commissions, rush-transportation costs on otherwise late deliveries, make-good costs for defective product, design errors or lost or damaged product. Products will be considered “sold,” and, therefore, subject to inclusion in the calculation of Earned Royalties, as of the date on which such Products are invoiced, shipped or paid for, whichever first occurs. For the avoidance of doubt, there will be no deduction from “Net Sales” for uncollectable accounts.

Statements and Payments. ZEFR shall account to Client on a calendar month basis, and pay any applicable amounts then due to Client pursuant to the terms of this Agreement, with an accounting statement detailing Gross Revenues received by ZEFR during such month and other reporting information including viewership traffic, in each case with such reasonable details as specified in the Scorecard. The accounting statement shall be Confidential Information of ZEFR. The applicable payments with respect to such Gross Revenue shall be sent, concurrent with the applicable accounting statement, to Client within thirty days following each calendar month end. Client shall have the right, at its own expense and via an independent third party accounting firm, and subject to customary confidentiality obligations, to audit ZEFR’s books and records solely to verify the accuracy of such accounting statements once per twelve calendar months, on reasonable notice (inot to be less than thirty days) Within not more than fifteen at ZEFR’s principal place of business. If the audit shows an underpayment for any period of time, then ZEFR will, within thirty (1530) days after each calendar the end of the month during in which the Term and audit was completed, pay such underpaid amounts to Client. In the Sell-Off Periodevent that the audit shows an underpayment of five percent (5%) or more of the required payment obligation, if any, or within ten (10) days ZEFR will reimburse Client for its reasonable costs actually incurred for carrying out such audit. In the event of a written request by Licensor Licensee shall furnish to Licensor or its designee a complete and accurate (i) hereof and the details of all such expenditures, supported by copies of vouchers and copies of all advertising for or relating change to the period covered by such Statement; and (e) an accounting YouTube payment or ad serving mechanisms, the application of Holograms (as hereinafter defined) comprising identification which would result in a modification of the quantity relative revenue shares of Holograms placed on Product sold the parties or otherwise distributed (with an explanation would result in other material changes to the relative economic benefits of where the Product was distributed to)Parties, the quantity of Holograms placed on Product in inventoryParties agree to make such changes to this Section 7 as are reasonably necessary to accommodate such changes, and while maintaining the quantity of Holograms in storage and not yet placed on Products, economic benefits to the Parties as well as the corresponding Hologram numbers for each of the above. When, during any License Year, the amount of Guaranteed Royalties for such License Year has been exceeded by Earned Royalties for such License Year, Licensee shall commence payment of Earned Royalties. Licensee shall pay all accrued and unpaid Earned Royalties by remittance accompanying each of the Statements. (ii) As used set forth in this Agreement. In the event that any Gross Revenue is received directly by Client in consideration for displaying Ads in conjunction with the Content via the Service, such Gross Revenues (and the term “applicable related Net Sales” means the gross wholesale invoice price charged by Licensee or any of Licensee’s subsidiary or affiliated companies to unrelated, unaffiliated third-party customers or consumers for the Products less (xRevenues) refunds, credits and allowances actually made or allowed to customers for returned defective Products; and (y) value added tax assessed on sales (only where applicable). No other deduction or recoupments of any kind shall be deducted from calculated and allocated to the gross wholesale invoice priceparties hereto as set forth in this Section 7 as though they were originally received by ZEFR, including by way of example, cash discounts, early payment discounts, year-end rebates, costs incurred in manufacturing, selling, distributing, shipping or handling Products, advertising (including cooperative and promotional allowances, fixturing, merchandising guides, displays and/or the like), uncollectible accounts, commissions, rush-transportation costs on otherwise late deliveries, make-good costs for defective product, design errors or lost or damaged product. Products will be considered “sold,” and, therefore, subject to inclusion in the calculation of Earned Royalties, as of the date on which such Products are invoiced, shipped or paid for, whichever first occurs. For the avoidance of doubt, there will be no deduction from “Net Sales” for uncollectable accountsZEFR shall have comparable audit rights related thereto.

Statements and Payments. (ia) Within not more than fifteen ninety (1590) days after June 30 and December 31 of each calendar month year during which applicable records are sold or Masters are commercially exploited, Company shall render a statement of accrued royalties earned under this agreement during the Term and preceding calendar semi-annual period. Concurrently with the Sell-Off Periodrendition of each statement, Company shall pay you your share of Net Profits shown to be due by such statement, after deducting all recoupable amounts (if any, or within ten (10) days of a written request by Licensor Licensee shall furnish to Licensor or its designee a complete and accurate (i) hereof and the details of all such expenditures, supported by copies of vouchers and copies of all advertising for or relating expressly permitted hereunder made prior to the period covered by such Statement; and (e) an accounting of Holograms (as hereinafter defined) comprising identification rendition of the quantity of Holograms placed on Product sold or otherwise distributed (with an explanation of where statement. No statements need be rendered by Company for any such calendar semi-annual period after the Product was distributed to), the quantity of Holograms placed on Product in inventory, and the quantity of Holograms in storage and not yet placed on Products, as well as the corresponding Hologram numbers for each expiration of the aboveTerm for which there are no sales of records or other commercial exploitations of Masters derived from recordings hereunder. WhenCompany shall be entitled to maintain a single account with respect to all recordings subject to this agreement. Company may withhold a reasonable reserve against returns, during any License Yearexchanges, the amount of Guaranteed Royalties for such License Year has been exceeded by Earned Royalties for such License Year, Licensee shall commence payment of Earned Royalties. Licensee shall pay all accrued and unpaid Earned Royalties by remittance accompanying each of the Statements. (ii) As used in this Agreement, the term “Net Sales” means the gross wholesale invoice price charged by Licensee or any of Licensee’s subsidiary or affiliated companies to unrelated, unaffiliated third-party customers or consumers for the Products less (x) refunds, credits and allowances actually the like with respect to phonorecords, provided such reserves shall not be in excess of the greater of twenty-five percent (25%) of Company's distributors' gross receipts per month for records in physical configuration and twenty-five percent (25%) of the number of physical Albums shipped for records in physical configuration, unless Company or Company's distributor believes in its reasonable business judgment that particular circumstances justify a higher reserve. Such reserve shall be liquidated in the same manner that Company's distributor is permitted to liquidate such reserves. You shall be deemed to have consented to all accountings rendered by Company hereunder and all marketing invoices and other marketing expenditure documentation provided to you pursuant to paragraph 8 with respect to the Marketing Fund and such accountings, marketing invoices and other marketing expenditure documentations with respect to the Marketing Fund shall be binding upon you and not subject to any objection by you for any reason unless specific objection, in writing, stating the basis thereof, is given to Company within two (2) years after the date Company is deemed to have rendered the applicable statement, marketing invoices and other marketing expenditure documentation in connection with the Marketing Fund, and after such written objection, unless suit is instituted within three (3) years after the date Company is deemed to have rendered the applicable statement. Company shall be deemed conclusively to have rendered each statement and marketing invoices or other marketing expenditure documentation with respect to the Marketing Fund on the date prescribed in this paragraph 6A(a) with respect to statements and with respect to marketing invoices or other marketing expenditure documentation with respect to the Marketing Fund, on the date such invoice or other documentation was rendered to you unless you notify Company otherwise with respect to any particular statement, invoice or documentation within sixty (60) days after the date that Company is required to render that statement pursuant to the first sentence of this paragraph 6A(a). You shall have the right at your sole cost and expense to appoint a certified public or chartered accountant to examine books and records as same pertain to sales of records and exploitations of Masters subject hereto; provided that, any such examination shall be for a reasonable duration, shall take place at Company's offices during normal business hours on reasonable prior notice and shall not occur more than once in any calendar year. You may examine books and records with respect to a particular statement only once. Notwithstanding the foregoing, you shall not have the right to audit Company with respect to any marketing invoices or other marketing expenditure documentation with respect to the Marketing Fund during the album cycle for the First Album. (b) Company shall compute your share of Net Profits in the same national currency in which Company's licensee pays Company for that sale, and Company shall credit your share of Net Profits to your account at the same rate of exchange at which the licensee pays Company (or credits Company in recoupment of an advance made to Company by such licensee, as reflected in a accounting statement received by Company). For purposes of accounting to you, Company shall treat any sale outside of the United States as a sale made during the same accounting period in which Company receives accounting and payment (or allowed credit to customers Company in recoupment of an advance made to Company by such licensee, as reflected in an accounting statement received by Company) for returned defective Products; that sale from the applicable licensee. if Company cannot collect payment in the United States in U.S. Dollars, Company shall not be required to account to you for that sale, except that Company shall, at your request and at your expense, deduct from the monies so blocked, and deposit in a foreign depository, the equivalent in local currency of your share of Net Profits which would be payable to you on the foreign sales and Master exploitations concerned, to the extent such monies are available for that purpose, and only to the extent to which your account is then in a fully recouped position (y) value added tax assessed on sales (only where to the extent applicable). No other deduction or recoupments of any kind All such deposits shall be deducted from constitute Net Profits payments to you for accounting purposes. To the gross wholesale invoice priceextent possible, including by way of example, cash discounts, early payment discounts, year-end rebates, costs incurred Company shall allow you to select the foreign depository referred to in manufacturing, selling, distributing, shipping or handling Products, advertising (including cooperative and promotional allowances, fixturing, merchandising guides, displays and/or the likethis paragraph 6A(b), uncollectible accounts, commissions, rush-transportation costs on otherwise late deliveries, make-good costs for defective product, design errors or lost or damaged product. Products will be considered “sold,” and, therefore, subject to inclusion in the calculation of Earned Royalties, as of the date on which such Products are invoiced, shipped or paid for, whichever first occurs. For the avoidance of doubt, there will be no deduction from “Net Sales” for uncollectable accounts.

Statements and Payments. ‌ 5.1 Meter and Other Data Draft The Supplier agrees to provide to the Buyer access to the meters in the Metering Plan to accommodate remote interrogation of the metered data (iincluding State-of-Charge data, if applicable) Within on a daily basis. The Supplier agrees to provide to the Buyer, at all times, access to any other information relating to the Facility that the Supplier has provided or received pursuant to the IESO Market Rules or that the Supplier has provided to or received from the LDC, as applicable, from time to time. The Buyer agrees to provide to the Supplier, upon the Supplier’s request, any documentation with respect to the IESO-Administered Markets and any other information that the Buyer will be utilizing in preparing any Statement that is not more than fifteen otherwise available directly to the Supplier. Without limiting the generality of the foregoing, the Supplier shall provide to the Buyer promptly upon request all offer quantities data for the last lamination for all hours (15i.e. the quantity information of “p-q pairs”) days provided to the System Operator evidencing the Supplier’s compliance with the Must-Offer Obligation from time to time. Upon a Party becoming aware of any errors or omissions in any data or information provided in‌‌ 5.2 Statements The Buyer shall prepare and deliver a settlement statement (the “Statement”) to the Supplier, within twenty (20) Business Days after the end of each calendar month during in the Term and that is the Sell-Off Periodsubject of the Statement (the “Settlement Month”), if any, or within ten (10) days of a written request by Licensor Licensee shall furnish to Licensor or its designee a complete and accurate (i) hereof and setting out the details of all such expenditures, supported by copies of vouchers and copies of all advertising basis for or relating the Monthly Payment with respect to the period covered by such Statement; and (e) an accounting of Holograms (as hereinafter defined) comprising identification of the quantity of Holograms placed on Product sold or otherwise distributed (with an explanation of where the Product was distributed to), the quantity of Holograms placed on Product in inventory, and the quantity of Holograms in storage and not yet placed on ProductsSettlement Month, as well as the corresponding Hologram numbers basis for each any other payments owing under this Agreement by either Party to the other in the Settlement Month. A Statement may be delivered by the Buyer to the Supplier by electronic means and shall include the reference number assigned to this Agreement by the Buyer and a description of the above. When, during any License Year, the amount of Guaranteed Royalties for such License Year has been exceeded by Earned Royalties for such License Year, Licensee shall commence payment of Earned Royalties. Licensee shall pay all accrued and unpaid Earned Royalties by remittance accompanying each components of the Statements. (ii) As used Monthly Payment and other payments, as described in this Agreement, including Section 4.1 as applicable, owing to the term “Net Sales” means the gross wholesale invoice price charged by Licensee or any of Licensee’s subsidiary or affiliated companies to unrelated, unaffiliated third-party customers or consumers Supplier for the Products less Settlement Month. 5.3 Payment The Party owing the Monthly Payment shall remit to the other Party full payment in respect of the Statement no later than the final Business Day of the month immediately after the end of the Settlement Month to which the Statement relates (x) refunds, credits and allowances actually made or allowed to customers for returned defective Products; and (y) value added tax assessed on sales (only where applicablethe “Payment Date”). No other deduction or recoupments Any and all payments required to be made by either Party under any provision of any kind this Agreement shall be deducted from made by electronic funds transfer (EFT) to the gross wholesale invoice priceapplicable account designated in Section 5.5, including or as otherwise agreed by way of example, cash discounts, early payment discounts, year-end rebates, costs incurred in manufacturing, selling, distributing, shipping or handling Products, advertising the Parties. 5.4 Interest 5.5 Payment Account Information Draft (including cooperative and promotional allowances, fixturing, merchandising guides, displays and/or the like), uncollectible accounts, commissions, rush-transportation costs on otherwise late deliveries, make-good costs a) Account for defective product, design errors or lost or damaged product. Products will be considered “sold,” and, therefore, subject Payments to inclusion in the calculation of Earned Royalties, as of the date on which such Products are invoiced, shipped or paid for, whichever first occurs. For the avoidance of doubt, there will be no deduction from “Net Sales” for uncollectable accounts.Supplier: Account Name: [⚫]‌‌ Swift Code: [⚫] Bank Number: [⚫] Transit: [⚫] Account: [⚫]