Parlux definition
Examples of Parlux in a sentence
The Stockholder Parties are the beneficial owners of shares of Company Common Stock and shares of the Common Stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Inc., a Delaware corporation (“Parlux”), including both outstanding shares of Parlux and the Company and shares issuable upon exercise of warrants to purchase such shares.
Sales will actually be made by Parlux and the books and records reflecting such sales shall be in the exclusive control and possession of Parlux so that any reporting required herein shall be generated by Parlux based on the accounting records of Parlux.
Licensee and Parlux shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement.
Licensee covenants and agrees that sales made by Licensee, Parlux and their respective Subsidiaries or Affiliates, sub-licensees or distributors to any and all members of the Perfumania Group shall be bona fide, arms length transactions at prices that are consistent with historical practices and reasonably comparable to those prices charged to third party distributors which are not Affiliates or Subsidiaries of Licensee or Parlux.
Licensee and Parlux shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with GAAP complete, accurate and separate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement.
All such books of account, records, documents and materials shall be kept available by Licensee and/or Parlux for at least three (3) years after the end of the Sales Year to which they relate.
Additionally, Licensor shall have a direct claim against Parlux on the guaranty for breaches of the Agreement (including but not limited to dilution of trademark, failure to obtain artist approval, violation of child labor laws etc).
Licensee and Parlux will provide Licensor with access to historical sales records to enable Licensor to audit compliance by Licensee with the foregoing covenant.
It is the essence of this Agreement that payment of the Sales Royalty, the Guaranteed Minimum Royalty and any other amounts payable under this Agreement shall be guaranteed in writing by Parlux.
Failure to enter into a sublicense agreement with Parlux in the time provided and upon the foregoing terms and conditions shall afford Licensor the immediate right to terminate the Agreement upon written notice and retain all payments which may have been previously paid to Licensor under this Agreement, and Licensor shall thereafter have no further obligations to Licensee hereunder.