Common use of Accounting and Audit Clause in Contracts

Accounting and Audit. Licensee shall render accounting statements that include the “Project Number” given to Licensee in writing by CBS, if any, which has been assigned to each SKU of the Licensed Articles (in the form of Exhibit “A” attached hereto) to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. CBS on a quarterly (calendar year) basis within thirty (30) days of the end of each quarter, whether or not any payment is shown to be due to CBS thereunder, and remit payments due CBS along with such statements, as follows: via regular mail to CBS Consumer Products, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the Territory covers more than one country, accounting statements shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten percent (10%) per annum or the prime interest rate of Chase Manhattan Bank plus two percent (2%), without prejudice to any other rights of CBS in connection therewith. The receipt and deposit of monies by CBS shall not prevent or limit CBS’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of the applicable accounting period in which such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Royalties paid to CBS for the period covered by such audit, then, in addition to any and all other rights, legal and/or equitable, of CBS, CBS shall have the right to immediately terminate the Term upon notice to Licensee.

Accounting and Audit. Licensee Buyer and its Affiliates shall, and shall render accounting statements cause all other Payment Obligors to, maintain full, true and accurate books of account containing all particulars that include may be necessary for the “Project Number” given purpose of calculating all Deferred Variable Payments payable under this Agreement and verifying all other payments to Licensee in writing be made pursuant to this Agreement. Buyer and its Affiliates shall, and shall cause all other Payment Obligors to, permit Seller, by CBSindependent accountants selected by Seller and reasonably acceptable to Buyer, if anyto examine such books and records at any reasonable time, which has been assigned to each SKU of the Licensed Articles (in the form of Exhibit “A” attached hereto) to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated but not later than [***] following the rendering of any corresponding reports, accountings and payments pursuant to this Agreement. The foregoing right of audit may be exercised only once during any [***] period, except in the event that a previous audit during such [***] period detected any material inaccuracies in payments, in which case, Seller may exercise its right of audit once more during such [***] to confirm that such inaccuracies have been corrected. The auditing accountants shall be required by Buyer or its Affiliates to enter into a reasonably acceptable confidentiality agreement, and in no event shall such accountants disclose to Seller or its Affiliates any information other than such as relates to the accuracy of reports and payments made or due hereunder. The opinion of said independent accountants regarding such reports, accountings and payments shall be binding on the Parties. Seller shall bear the cost of any such audit; provided, that if the audit shows an underpayment due by Buyer to Seller of more than [***] percent ([***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. CBS on a quarterly (calendar year) basis within thirty (30) days of the end of each quarter, whether or not any payment is shown to be due to CBS thereunder, and remit payments due CBS along with such statements, as follows: via regular mail to CBS Consumer Products, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the Territory covers more than one country, accounting statements shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten percent (10%) per annum or the prime interest rate of Chase Manhattan Bank plus two percent (2%), without prejudice to any other rights of CBS in connection therewith. The receipt and deposit of monies by CBS shall not prevent or limit CBS’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from then Buyer shall promptly reimburse Seller for the first due date costs of the applicable accounting period accountants incurred in which connection with such Royalties were found to have been unpaidaudit. If the audit concludes that (A) additional amounts are owed by Buyer, Buyer shall promptly pay to Seller the amount of any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Royalties paid to CBS for the period covered underpayment revealed by such audit, thentogether with the costs of the accountants, in addition as applicable; or (B) excess payments were made by Buyer, Buyer shall be entitled to set-off against and deduct the amount of any such excess payment from any Deferred Fixed Payment or Deferred Variable Payment that is then due and all other rightspayable hereunder, legal and/or equitableor which becomes due and payable hereunder within [***] following such conclusion, of CBSor if no Deferred Fixed Payments or Deferred Variable Payments become due and payable hereunder within [***] following such conclusion, CBS Seller shall have the right to immediately terminate the Term upon notice to Licenseepromptly reimburse Buyer for such excess payments.

Accounting and Audit. Licensee Within one hundred eighty (180) days after the close of Xxxxxx's fiscal year (January 1 to December 31) during the term hereof, Lessee, at its own cost and expense, shall render accounting statements that include provide to Authority a written annual Statement of Concessionaire Fees Due to the “Project Number” given Authority, accompanied by an independent auditor’s attestation report prepared by an independent Certified Public Accountant, setting forth the actual number of gallons of aviation fuel delivered from fuel farms owned, leased or subleased by Lessee or to Licensee in writing the Premises, including "into plane" and "contract fuel", during the preceding fiscal year, the actual amount of Lessee's Gross Receipts by CBScategory during such fiscal year and the amount of percentage fees and charges which are due to Authority as a result thereof, the amount of such fees and charges actually paid by Lessee to Authority for such fiscal year, and the amount, if any, by which the sums actually due and owing for such period have been overpaid or underpaid by Xxxxxx (such statement being hereinafter referred to as the "Annual Accounting"). Lessee shall require each sublessee or sublicensee owned or controlled by Lessee or an officer or stockholder of Lessee providing FBO services to provide to Lessee an Annual Accounting, in substantially the same form as required by Authority from Lessee, setting forth the actual amount of such sublessee's or sub-licensee's Gross Receipts at the Premises during such fiscal year, the amount of fees and charges which were due to Lessee as a result thereof and the amount of fees and charges actually paid by such sublessee or sublicensee to Lessee for such fiscal year. The Annual Accounting submitted to Lessee by each such third-party sublessee or sublicensee shall be submitted to Authority with Xxxxxx's Annual Accounting. If Xxxxxx's Annual Accounting indicates that the fees or charges for such fiscal year have been overpaid, then the amount of such overpayment shall be credited to the Rent, fees, or charges next due and owing to Authority from Lessee upon issuance of a credit memorandum by Authority, unless the term hereof has expired in which event such amount shall be promptly refunded by the Authority to Lessee. If the Annual Accounting indicates that the fees or charges for such fiscal year have been assigned underpaid, then Lessee shall forthwith pay to each SKU Authority the amount remaining due for such fiscal year, together with interest thereon from the date such amount should have been paid, at the maximum interest rate then allowed by applicable law; provided however, that if no maximum interest rate is then provided by applicable law, the interest rate shall be eighteen percent (18%) per annum. Lessee shall, at all times during the term hereof, maintain, or shall cause its authorized agents, contractors, or subcontractors, to maintain, complete and accurate books, records, and accounts, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Licensed Articles assets of the Lessee (the “Books and Records”). The Books and Records shall reflect all of the Lessee’s operations and business done on the Airport in a form consistent with generally accepted accounting principles in the form United States (“U.S. GAAP”), as applicable, consistently applied. Such Books and Records shall contain an itemized record of Exhibit “A” attached heretothe actual number of gallons of aviation fuel delivered from fuel farms owned, leased, or subleased by Lessee or to the Premises, including "into plane" and "contract fuel", and of all Gross Receipts by such categories as shall be reasonably acceptable to the Authority, and shall separately identify all other receipts derived by Lessee from its operations on the Airport. Lessee shall install and use or cause to be installed and used on the Premises such appropriate accounting equipment or devices as are reasonably necessary in order to categorize and record properly, accurately and completely all sales of goods and services and other business transactions by Lessee on the Airport with respect to which Authority is entitled to participate financially. Lessee, when processing, transmitting, or storing transactional data, shall be responsible for ensuring the processing platform is Payment Card Industry (PCI) and Data Security Standard (DSS) compliant, and shall provide evidence of such to Confidential treatment has been requested the Authority with each Annual Accounting. All such Books and Records shall be available for portions inspection by Authority, its employees, and its duly authorized representatives during reasonable business hours at the offices of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated [*****]. A complete version of this exhibit has been filed separately with Authority or at the Securities and Exchange Commission with the confidentiality request. CBS on a quarterly Premises within seven (calendar year) basis within thirty (307) days of a request to review same for the end purpose of each quarter, whether or not any payment is shown determining the accuracy thereof and of the reports required to be due made by Lessee under the provisions hereof; provided, however, that no such inspections will be conducted in such manner or at such time as to CBS thereunderunduly interfere with the conduct of Lessee's business. Lessee shall maintain such Books and Records for a period of no less than four (4) years after the fiscal year to which such Books and Records pertain, including the retention of relevant collateral records and remit payments due CBS along with forms including, but not limited to, sales checks or slips, cash register and adding machine tapes and analogous supporting data. Authority shall further have the right, upon reasonable notice to Xxxxxx, to cause an audit to be made of the Books and Records of Lessee which relate to its operations on the Airport to determine the correctness of the fees and charges paid by Lessee to Authority for any or all of the four (4) years immediately preceding such statementsaudit. If, as follows: via regular mail a result of such audit, it is established that additional sums are due from Lessee to CBS Consumer ProductsAuthority, 0000 XxxxxxxxLessee shall forthwith, 00xx Xxxxxupon written demand from Authority, Xxx Xxxxpay such additional fees and charges with interest thereon from the date such sums should have been paid, Xxx Xxxx 00000. If at the Territory covers more than one countrymaximum interest rate then allowed by applicable law; provided however, accounting statements that if no maximum interest rate is then provided by applicable law, the interest rate shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten eighteen percent (1018%) per annum or annum. Further, if such audit establishes that Lessee has understated and underpaid the prime interest rate of Chase Manhattan Bank plus fees and charges due hereunder for any Fiscal Year by two percent (2%)) or more, without prejudice to any other rights the entire expense of CBS in connection therewithsuch audit shall be borne by Xxxxxx. The receipt and deposit of monies by CBS Authority's rights under this paragraph shall not prevent or limit CBS’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after survive the expiration of the Term or earlier termination of the Agreement and shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of the applicable accounting period in which such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Royalties paid to CBS for the period covered by such audit, then, in addition to any and all other rights, legal and/or equitable, of CBS, CBS shall have the right to immediately terminate the Term upon notice to Licenseethis Agreement.

Accounting and Audit. Licensee Buyer and its Affiliates shall, and shall render accounting statements that include the “Project Number” given use commercially reasonable efforts to Licensee in writing by CBScause all other Payment Obligors to, if any, which has been assigned to each SKU maintain complete and accurate books of the Licensed Articles (in the form of Exhibit “A” attached hereto) to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits account containing the information subject necessary for the purpose of calculating Deferred Variable Payments payable under this Agreement and verifying all other payments to a confidentiality requestbe made pursuant to this Agreement. Omissions are designated Buyer and its Affiliates shall, and shall use commercially reasonable efforts to cause all other Payment Obligors to, permit Seller, through an Independent Accountant to examine such books and records during normal business hours on not less than [***] advanced notice, but not later than [***] following Buyer’s payment of the Deferred Variable Payment to which such audit relates. The foregoing right of audit may be exercised only once during any [***] period, except in the event that a previous audit during such [***] period detected any material inaccuracies in payments, in which case, Seller may exercise its right of audit once more during [***] to confirm that such inaccuracies have been corrected. The auditing Independent Accountant may be required by Buyer or its Affiliates to enter into a reasonably acceptable confidentiality agreement, and in no event shall such Independent Accountant disclose to Seller or its Affiliates any information other than such as relates to the accuracy of reports and payments made or due hereunder. The opinion of such Independent Accountant regarding such reports, accountings and payments shall be binding on the Parties. Seller shall bear the cost of any such audit; provided, that if the audit shows an underpayment due by Buyer to Seller of more than [***] percent ([***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. CBS on a quarterly (calendar year%) basis within thirty (30) days of the end amount due, then Xxxxx shall promptly reimburse Seller for the costs of each quarter, whether or not any payment is shown to be due to CBS thereunder, and remit payments due CBS along the Independent Accountant incurred in connection with such statements, as follows: via regular mail to CBS Consumer Products, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000audit. If the Territory covers more than one countryaudit concludes that (A) additional amounts are owed by Buyer, accounting statements Buyer shall be separated on a country-by-country basis. All payments shall be made without set-off promptly pay to Seller the amount of any such underpayment revealed by such audit, together with simple interest accrued on such amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten [***] percent (10[***]%) per annum between the date the relevant payment was due hereunder and the date on which such underpayment is paid in full and the costs of the Independent Accountant, as applicable; or (B) excess payments were made by Buyer, Buyer shall be entitled to set-off against and deduct the prime interest rate of Chase Manhattan Bank plus two percent (2%), without prejudice to any other rights of CBS in connection therewith. The receipt and deposit of monies by CBS shall not prevent or limit CBS’s right to contest the accuracy and/or correctness amount of any statement in respect of such monies. Licensee excess payment from any Deferred Fixed Payment or Deferred Variable Payment that is then due and payable hereunder, or which becomes due and payable hereunder within [***] following such conclusion, or if no Deferred Fixed Payments or Deferred Variable Payments become due and payable hereunder within [***] following such conclusion, Seller shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain promptly reimburse Buyer for such documents in its possession or under it’s control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of the applicable accounting period in which such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Royalties paid to CBS for the period covered by such audit, then, in addition to any and all other rights, legal and/or equitable, of CBS, CBS shall have the right to immediately terminate the Term upon notice to Licenseepayments.

Accounting and Audit. Licensee shall render accounting statements that include the “Project Number” given to Licensee in writing by CBSPLI, if any, which has been assigned to each SKU of the Licensed Articles (in the form of Exhibit “A” attached hereto) to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. CBS PLI on a quarterly (calendar year) basis within thirty (30) days of the end of each quarter, whether or not any payment is shown to be due to CBS PLI thereunder, and remit payments due CBS PLI along with such statements, as follows: via regular mail to CBS Consumer ProductsParamount Licensing Inc., X.X. Xxx 000000, Xxxxxxxx. XX 00000-0000 with copies to MANAGER ROYALTY ACCOUNTING. Paramount Licensing Inc., 0000 XxxxxxxxXxxxxxx Xxxxxx, 00xx XxxxxXxxx Xxxx., Xxx XxxxLos Angeles, Xxx Xxxx 00000California 90038. If the Territory covers more than one country, accounting statements shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS PLI to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten percent (10%) per annum or the prime interest rate of Chase Manhattan Bank plus two percent (2%), . without prejudice to any other rights of CBS PLI in connection therewith. The receipt and deposit of monies by CBS PLI shall not prevent or limit CBSPLI’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s its control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and shall allow CBS PLI and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBSPLI’s expense. If any such audit reveals Royalties due to CBSPLI exceeding five percent (5%) of the Royalties paid to PLI for the period covered by such audits, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of the applicable accounting period in which such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS PLI in excess of twenty percent (20%) of the Royalties paid to CBS PLI for the period covered by such audit, then, in addition to any and all other rights, legal and/or equitableequitable of PLI, of CBS, CBS PLI shall have the right to immediately terminate the Term upon notice to Licensee.. SCHEDULE “I” ADDITIONAL TERMS AND CONDITIONS

Accounting and Audit. Licensee shall render accounting statements that include the “Project Number” given to Licensee in writing by CBS, if any, which has been assigned to each SKU of the Licensed Articles (in the form of Exhibit “A” attached hereto) to Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to a confidentiality request. Omissions are designated [*****]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission with the confidentiality request. CBS on a quarterly (calendar year) basis within thirty (30) days of the end of each quarter, whether or not any payment is shown to be due to CBS thereunder, and remit payments due CBS along with such statements, as follows: via regular mail to CBS Consumer Products, 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the Territory covers more than one country, accounting statements shall be separated on a country-by-country basis. All payments shall be made without set-off of any amount or nature whatsoever whether based upon any claimed debt or liability of CBS to Licensee. Sums not paid when due shall bear interest at the greater of the rate of ten percent (10%) per annum or the prime interest rate of Chase Manhattan Bank plus two percent (2%), without prejudice to any other rights of CBS in connection therewith. The receipt and deposit of monies by CBS shall not prevent or limit CBS’s right to contest the accuracy and/or correctness of any statement in respect of such monies. Licensee shall keep accurate books of account and records covering all transactions relating to this Agreement and shall retain such documents in its possession or under it’s control relating to this Agreement, at Licensee’s principal place of business for not less than two (2) years after the expiration of the Term or earlier termination of the Agreement and shall allow CBS and its representatives, upon prior written notice, to audit said books of account and records and to make copies thereof at CBS’s expense. If any such audit reveals Royalties due to CBS, all auditing fees, costs and expenses shall be borne by Licensee, plus interest on the amount due, computed from the first due date of the applicable accounting period in which such Royalties were found to have been unpaid. If any such audit reveals Royalty payments due to CBS in excess of twenty percent (20%) of the Royalties paid to CBS for the period covered by such audit, then, in addition to any and all other rights, legal and/or equitable, of CBS, CBS shall have the right to immediately terminate the Term upon notice to Licensee.