Common use of Reports; Audits Clause in Contracts

Reports; Audits. 25.1 Quarterly accounting statements, in a form as mutually agreed by the Parties, shall be sent by SportsLine to the other Parties reporting in reasonable detail the information required to determine the revenue, expense and profit calculations contemplated by this Agreement on May 15, August 15, November 15 and February 15 of each year. (a) During the Term and for at least two (2) fiscal years thereafter the Parties shall maintain complete and accurate books of accounting and records in connection with the performance of financial obligations under this Agreement, including without limitation: (i) SportsLine's actual hosting and production expenses of the NFL Sites (as compared to the budgeted expenses set forth in the Budgets); (ii) records evincing the NFLE Sponsorship Credit Amount referred to in Section 11.13(b); (iii) the calculation of the Emerging Media Rights net profits; (iv) SportsLine's records relating to advertising insertion orders and related revenues as contemplated in Section 11; and (v) associated invoices and other financial records (including evidence of insertion and serving) related to the foregoing (such documents referred to in (i) through (v) are collectively referred to as "Records"). (b) During the Term and for two (2) fiscal years thereafter each of the Parties, through their duly authorized representatives (who shall be a firm of certified public accountants of nationally recognized standing) shall have the right during business hours and upon reasonable prior written notice, to inspect and examine the Records for the sole purpose of ensuring compliance with this Agreement, provided, -------- such inspections/examinations shall not occur more than once per fiscal year. Each Party agrees to cooperate reasonably with the auditing Party or such auditor and shall not cause or permit any interference with the Party or its representatives with any such inspection, audit or examination. In lieu of providing access to its Records as described above, a Party shall be entitled to provide another Party with a report from an independent certified public accounting firm of nationally recognized standing confirming the information to be derived from such Records. (c) The Party being audited shall reimburse the auditing Party for the actual reasonable cost of any inspection, audit or examination which proves a payment of more than three percent (3%) between the amount due to the auditing Party as the result of an inspection, audit or examination and the amounts the audited Party paid or reported to the auditing Party. An audited Party shall pay the auditing Party any deficient amount that results from an inspection, audit or examination together with interest on such amount payable in accordance with Section 16.2. (d) Each Party (other than AOL) shall provide to the other Parties a quarterly report documenting its compliance with all of the promotional commitments it has undertaken pursuant to this Agreement, which report shall include the type of promotion, date of the promotion, copies of all print promotions, duration and circulation of the promotion and any other mutually agreed upon information. AOL shall make available to the other Parties, a monthly report specifying for the prior month's aggregate Impressions delivered to the Placements, which are similar in substance and form to the reports provided by AOL to other similarly situated Content partners. (e) For the avoidance of doubt, any information disclosed to a Party (or its representative) upon the exercise of the audit rights provided in Section 25 shall be subject to Section 26. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

Reports; Audits. 25.1 Quarterly accounting statements, in a form as mutually agreed by the Parties, shall be sent by SportsLine to the other Parties reporting in reasonable detail the information required to determine the revenue, expense and profit calculations contemplated by this Agreement on May 15, August 15, November 15 and February 15 of each year. (a) During the Term and for at least two (2) fiscal years thereafter the Parties shall maintain complete and accurate books of accounting and records in connection with the performance of financial obligations under this Agreement, including without limitation: (i) SportsLine's ’s actual hosting and production expenses of the NFL Sites (as compared to the budgeted expenses set forth in the Budgets); (ii) records evincing the NFLE Sponsorship Credit Amount referred to in Section 11.13(b); (iii) the calculation of the Emerging Media Rights net profits; (iv) SportsLine's ’s records relating to advertising insertion orders and related revenues as contemplated in Section 11; and (v) associated invoices and other financial records (including evidence of insertion and serving) related to the foregoing (such documents referred to in (i) through (v) are collectively referred to as "“Records"”). (b) During the Term and for two (2) fiscal years thereafter each of the Parties, through their duly authorized representatives (who shall be a firm of certified public accountants of nationally recognized standing) shall have the right during business hours and upon reasonable prior written notice, to inspect and examine the Records for the sole purpose of ensuring compliance with this Agreement, provided, -------- such inspections/examinations shall not occur more than once per fiscal year. Each Party agrees to cooperate reasonably with the auditing Party or such auditor and shall not cause or permit any interference with the Party or its representatives with any such inspection, audit or examination. In lieu of providing access to its Records as described above, a Party shall be entitled to provide another Party with a report from an independent certified public accounting firm of nationally recognized standing confirming the information to be derived from such Records. (c) The Party being audited shall reimburse the auditing Party for the actual reasonable cost of any inspection, audit or examination which proves a payment of more than three percent (3%) between the amount due to the auditing Party as the result of an inspection, audit or examination and the amounts the audited Party paid or reported to the auditing Party. An audited Party shall pay the auditing Party any deficient amount that results from an inspection, audit or examination together with interest on such amount payable in accordance with Section 16.2. (d) Each Party (other than AOL) shall provide to the other Parties a quarterly report documenting its compliance with all of the promotional commitments it has undertaken pursuant to this Agreement, which report shall include the type of promotion, date of the promotion, copies of all print promotions, duration and circulation of the promotion and any other mutually agreed upon information. AOL shall make available to the other Parties, a monthly report specifying for the prior month's ’s aggregate Impressions delivered to the Placements, which are similar in substance and form to the reports provided by AOL to other similarly situated Content partners. (e) For the avoidance of doubt, any information disclosed to a Party (or its representative) upon the exercise of the audit rights provided in Section 25 shall be subject to Section 26. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.