Common use of Accounting and Records Clause in Contracts

Accounting and Records. 10.1. Franchisee shall maintain during the term of this Agreement, and shall preserve for at least four (4) years from the dates of their preparation, full, complete, and accurate books, records, and accounts in accordance with generally accepted accounting principles and in the form and manner prescribed by Franchisor from time to time in the Manual or otherwise in writing. 10.2. Franchisee shall prepare and maintain a business plan and operating budget in the manner prescribed by Franchisor, reflecting such information as Franchisor may specify, which may include, without limitation, operational data, personnel expense information, factors related to the costs of goods sold, capital expenditures, and revenue projections. Franchisee shall submit such business plan and operating budget to Franchisor at such times and places and in such form as may be prescribed by Franchisor. 10.3. Franchisee shall submit to Franchisor, no later than the fifteenth (15th) day of each month during the term of this Agreement, in a format and manner specified by Franchisor, monthly royalty and gross sales reports, and such other reports as Franchisor may require. Franchisor reserves the right to require Franchisee to submit copies of all state sales tax returns for the Franchised Business to Franchisor. 10.4. Franchisee shall, at its expense, provide to Franchisor, in a format specified by Franchisor, and in accordance with generally accepted accounting principles, a complete annual financial statement (including, without limitation, a profit and loss statement, cash flow statement and balance sheet), on a review basis, prepared by an independent certified public accountant satisfactory to Franchisor, within ninety (90) days after the end of each fiscal year of the Franchised Business showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said fiscal year. Franchisor reserves the right to require Franchisee to provide, at Franchisee's expense, an audited annual financial statement, prepared by an independent certified public accountant satisfactory to Franchisor. 10.5. Franchisor reserves the right to require Franchisee, at Franchisee's expense, to provide to Franchisor, in a format specified by Franchisor, quarterly or semi-annual financial statements (as described in Section 10.4 above), certified by an officer or accountant of Franchisee (and if specifically required by Franchisor, certified by an independent certified public accountant), and such other information as Franchisor may reasonably specify, showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said period. Franchisee shall submit such reports within forty-five (45) days following the end of each quarter or six-month period of each fiscal year of the Franchised Business during the term hereof. 10.6. Franchisee shall also submit to Franchisor, for review or auditing, such other forms, reports, records, information, and data as Franchisor may reasonably require, including but not limited to financial statements of each Franchisee and each Guarantor, in the form and at the times and places reasonably required by Franchisor, upon Franchisor's request and as specified from time to time in the Manual or otherwise in writing. Franchisor reserves the right to require each Franchisee and each Guarantor to submit their respective federal and state income tax returns to Franchisor for review. Franchisee agrees that Franchisor may, and specifically grants Franchisor the right to, divulge any and all information submitted by Franchisee pursuant to this Section 10 or otherwise pertaining to Franchisee to third-party financing or lending sources being considered by Franchisee. 10.7. Franchisor or its designated agents shall have the right at all reasonable times to examine and copy, at Franchisor's expense, the books, records, and tax returns of Franchisee. Franchisor shall also have the right, at any time, to have an independent audit made of the books of Franchisee. If an inspection should reveal that any payments to Franchisor or any affiliate have been understated in any report to Franchisor, or if Franchisee fails to expend any monies required under this Agreement, then Franchisee shall immediately pay the amount understated, or expend the amount required, upon demand by Franchisor. In addition, Franchisee shall pay interest on the understated amount from the date such amount was due until paid, at the rate to be determined by Franchisor from time to time, or the maximum rate permitted by law, whichever is less. If an inspection discloses an understatement in any report of two percent (2%) or more, or an underpayment of required expenditures (including, without limitation, royalties due pursuant to the Agreement) of two percent (2%) or more, Franchisee shall, in addition, reimburse Franchisor for any and all costs and expenses connected with the inspection (including, without limitation, travel, lodging and wage expenses, and reasonable accounting and legal costs). The foregoing remedies shall be in addition to any other remedies Franchisor may have.

Accounting and Records. 10.1. 10.1 Each Conversion Franchisee shall maintain during the term of this Agreement, Agreement and shall preserve for at least four (4) years from the dates of their preparationtime period specified in the Manual, full, complete, and accurate books, records, and accounts in accordance with generally accepted the standard accounting principles and in the form and manner system prescribed by the Franchisor from time to time in the Manual or otherwise in writing. 10.2. Franchisee shall prepare and maintain a business plan and operating budget in the manner prescribed by Franchisor, reflecting such information as Franchisor may specify, which may include, without limitation, operational data, personnel expense information, factors related to the costs of goods sold, capital expenditures, and revenue projections. 10.2 Franchisee shall submit such business plan and operating budget a weekly sales report which is generated from Franchisee's proprietary software program. This report shall be faxed to Franchisor at such times and places and in such form as may be prescribed by Franchisoron the Monday following the prior week's end. 10.3. 10.3 Conversion Franchisee shall submit to Franchisorthe Franchisor a copy of any and all federal and/or state sales or income tax returns applicable to the Conversion Center. Franchisee shall only be required to submit those federal and/or state sales or income tax returns attributable to that portion of his business that is devoted to the Conversion Center. 10.4 Franchisee shall, no later than at his expense, submit to the fifteenth Franchisor within ninety (15th90) day days of the end of each month quarter during the term of this Agreement, in a format and manner specified on forms prescribed by the Franchisor, monthly royalty and gross sales reports, and such other reports as Franchisor may require. Franchisor reserves the right to require Franchisee to submit copies of all state sales tax returns an unaudited financial statement for the Franchised Business to Franchisorpreceding quarter, including both an income statement and balance sheet. Each financial statement shall be signed by Franchisee or by Franchisee's treasurer or chief financial officer, attesting that the statement is true and correct. 10.4. 10.5 Franchisee shall, at its his expense, provide submit to Franchisor, in a format specified by Franchisor, and in accordance with generally accepted accounting principles, a complete annual financial statement (including, without limitation, a profit and loss statement, cash flow statement and balance sheet), on a review basis, prepared by an independent certified public accountant satisfactory to Franchisor, the Franchisor within ninety (90) days after of the end of each fiscal or calendar year of Franchisee during the Franchised Business showing term of this Agreement and any renewals thereof, a complete financial statement for the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said fiscal or calendar year. Franchisor reserves the right to require Franchisee to provide, at Franchisee's expenseincluding, but not limited to, both an audited annual financial statement, income statement and a balance sheet prepared by an independent certified public accountant satisfactory to Franchisor. 10.5. Franchisor reserves the right to require Franchiseeaccountant, at Franchisee's expense, to provide to Franchisor, in a format specified by Franchisor, quarterly or semi-annual financial statements (as described in Section 10.4 above), certified by an officer or accountant of Franchisee (and if specifically required by Franchisor, certified by an independent certified public accountant), and together with such other information in such form as the Franchisor may reasonably specify, showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said period. Franchisee shall submit such reports within forty-five (45) days following the end of each quarter or six-month period of each fiscal year of the Franchised Business during the term hereofrequire. 10.6. 10.6 Franchisee shall also submit to Franchisor, for review or auditing, the Franchisor current financial statements and such other forms, reports, records, information, and data as the Franchisor may reasonably require, including but not limited to financial statements of each Franchisee and each Guarantordesignate, in the form and at the times and places reasonably required by the Franchisor, upon Franchisor's request and as specified from time to time in the Manual or otherwise in writing. Franchisor reserves the right to require each Franchisee and each Guarantor to submit their respective federal and state income tax returns to Franchisor for review. Franchisee agrees that Franchisor may, and specifically grants Franchisor the right to, divulge any and all information submitted by Franchisee pursuant to this Section 10 or otherwise pertaining to Franchisee to third-party financing or lending sources being considered by Franchisee. 10.7. 10.7 The Franchisor or its designated agents shall have the right right, at all reasonable times and without prior notice, to examine and copy, at Franchisor's its expense, the books, records, and tax returns of Franchisee. Franchisor shall also have the right, at any time, to have an independent audit made of the books of Franchisee. If an inspection should reveal that any payments to Franchisor or any affiliate have been understated in any report to Franchisor, or if Franchisee fails to expend any monies required under this Agreement, then Franchisee shall immediately pay the amount understated, or expend the amount required, upon demand by Franchisor. In addition, Franchisee shall pay interest on the understated amount from the date such amount was due until paid, at the rate to be determined by Franchisor from time to time, or the maximum rate permitted by law, whichever is less. If an inspection discloses an understatement in any report of two percent (2%) or more, or an underpayment of required expenditures (including, without limitation, royalties due pursuant to the Agreement) of two percent (2%) or more, Franchisee shall, in addition, reimburse Franchisor for any and all costs of the Franchisee's records and expenses connected with the inspection (including, without limitation, travel, lodging and wage expenses, and reasonable accounting and legal costs). The foregoing remedies shall be in addition to any other remedies Franchisor may havebooks of account.

Accounting and Records. 10.1. Franchisee shall maintain during A. Beginning on the Effective Date and throughout the remainder of the term of this Agreement, Franchisee shall maintain and shall preserve preserve, for at least four five (45) years from the dates of their preparation, full, complete, complete and accurate books, records, records and accounts in accordance with generally accepted accounting principles consistently applied and in the form and manner prescribed by Franchisor from time to time in the Manual or otherwise in writing. Franchisee’s obligation to preserve such books, records and accounts shall survive the termination hereof. 10.2. B. Franchisee shall prepare and maintain a business plan and operating budget in the manner prescribed by Franchisorshall, reflecting such information as Franchisor may specifyat Franchisee’s expense, which may include, without limitation, operational data, personnel expense information, factors related to the costs of goods sold, capital expenditures, and revenue projections. Franchisee shall submit such business plan and operating budget to Franchisor at such times and places and in such form as may be prescribed by Franchisor. 10.3. Franchisee shall submit to Franchisor, no later than the fifteenth (15th) day of each month during Accounting Period after the term Opening Date, including the first partial Accounting Period if the Opening Date is on other than the first day of this Agreementan Accounting Period, a statement covering the immediately preceding Accounting Period in a format and manner specified the form prescribed by Franchisor, monthly royalty accurately reflecting all gross room revenues, the source and gross sales reportsamounts of all other revenues generated at the Hotel, room occupancy and rates, reservations data, and such other reports data or information as Franchisor may require. Additionally, Franchisor’s property management system may poll the Hotel’s room revenue results daily. C. Upon the request of Franchisor, Franchisee shall, at Franchisee’s expense, submit to Franchisor reserves the right to require Franchisee to submit copies of all state sales tax returns an unaudited quarterly and/or annual profit and loss statement for the Franchised Business to Hotel (in the form prescribed by Franchisor) and a balance sheet within thirty (30) days of the end of each fiscal quarter and/or fiscal year during the term hereof. Each statement shall be signed by Franchisee attesting that it is true and correct. 10.4. D. Franchisee shall, at its expense, provide to Franchisor, in a format specified by Franchisor, and in accordance with generally accepted accounting principles, a complete annual financial statement (including, without limitation, a profit and loss statement, cash flow statement and balance sheet), on a review basis, prepared by an independent certified public accountant satisfactory to Franchisor, within ninety (90) days after the end of each fiscal year of the Franchised Business showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said fiscal year. Franchisor reserves the right to require Franchisee to provide, at Franchisee's expense, an audited annual financial statement, prepared by an independent certified public accountant satisfactory to Franchisor. 10.5. Franchisor reserves the right to require Franchisee, at Franchisee's expense, to provide to Franchisor, in a format specified by Franchisor, quarterly or semi-annual financial statements (as described in Section 10.4 above), certified by an officer or accountant of Franchisee (and if specifically required by Franchisor, certified by an independent certified public accountant), and such other information as Franchisor may reasonably specify, showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said period. Franchisee shall submit such reports within forty-five (45) days following the end of each quarter or six-month period of each fiscal year of the Franchised Business during the term hereof. 10.6. Franchisee shall also submit to Franchisor, for review or auditingand audit, such other forms, periodic and other reports, records, information, information and data relating to Franchisee, the Hotel and the Hotel’s marketing, sales and guests as Franchisor may reasonably require, including but not limited to financial statements of each Franchisee and each Guarantordesignate, in the form and at the times and places reasonably required by Franchisor, upon Franchisor's request and as specified from time to time in the Manual or otherwise in writing. Franchisor reserves shall have the right to require each Franchisee access the Hotel’s PMS and each Guarantor reservations system directly to submit their respective federal obtain marketing, sales and state income tax returns to Franchisor for review. Franchisee agrees that Franchisor mayguest information, and specifically grants Franchisor the right to, divulge any and Franchisee shall take all information submitted by Franchisee pursuant actions necessary to this Section 10 or otherwise pertaining to Franchisee to third-party financing or lending sources being considered by Franchiseeprovide such access. 10.7. E. Franchisor or its designated agents agent shall have the right at all reasonable times times, and upon reasonable notice to Franchisee, to examine and copy, at Franchisor's its expense, the all books, records, accounts and tax returns of FranchiseeFranchisee related to the operation of the Hotel during the preceding five (5) years. Franchisor also shall also have the right, at any time, and upon reasonable notice to Franchisee, to have an independent audit made of these books, accounts and records of Franchisee related to the books operation of Franchiseethe Hotel. Franchisee shall provide lodging, if available, without charge to Franchisor’s agents during the time as may reasonably be necessary to complete such audits and to render such other assistance as may reasonably be requested. If an inspection should reveal that any payments to Franchisor or any affiliate have been understated in any report to Franchisor, or if Franchisee fails to expend any monies required under this Agreement, then Franchisee shall immediately pay to Franchisor upon demand, the amount understated, or expend the amount required, upon demand by Franchisor. In addition, Franchisee shall pay understated plus interest on the understated amount from the date such amount was due until paid, at the . The rate to of interest shall be determined by Franchisor from time to time, one and one-half percent (1 1/2%) per Accounting Period or the maximum rate permitted by law, whichever is less, from the date such amount was due. If an inspection discloses an understatement in any report of two three percent (23%) or more, or an underpayment of required expenditures (including, without limitation, royalties due pursuant to more for the Agreement) of two percent (2%) or moreperiod being inspected, Franchisee shall, in addition, reimburse Franchisor for any and all costs and expenses connected with the inspection (including, without limitation, travel, lodging and wage expenses, and reasonable accounting and legal costsattorneys’ fees). The foregoing remedies shall be in addition to any other remedies Franchisor may have. If an inspection should reveal that Franchisee has made overpayments to Franchisor, the amount of any such overpayment, without interest, shall be credited against future payments due and payable to Franchisor by Franchisee hereunder. F. Upon the request of Franchisor: (i) Franchisee, if a natural person or persons, shall submit to Franchisor a list of all owners of this franchise and the interest held by each; (ii) Franchisee, if a partnership, shall submit to Franchisor a list of all partners and the interest in Franchisee held by each; (iii) Franchisee, if a corporation, shall submit to Franchisor a list of all shareholders and the interest in Franchisee held by each; provided, however if Franchisee’s shares are publicly held, the list of shareholders required shall include only those who own five percent (5%) or more of the shares outstanding; or (iv) Franchisee, if a limited liability company, shall submit to Franchisor a list of all members of the limited liability company and the interest in Franchisee held by each.

Accounting and Records. 10.1. 12.1 Franchisee shall maintain during the term of this Agreement, and shall preserve for at least four (4) years from the dates of their preparationtime period specified in the Manual, full, complete, and accurate books, records, records and accounts in accordance with generally accepted the standard accounting principles and in the form and manner system prescribed by Franchisor from time to time in the Manual or otherwise in writing. 10.2. Franchisee shall prepare and maintain a business plan and operating budget in the manner prescribed by Franchisor, reflecting such information as Franchisor may specify, which may include, without limitation, operational data, personnel expense information, factors related to the costs of goods sold, capital expenditures, and revenue projections. Franchisee shall submit such business plan and operating budget to Franchisor at such times and places and in such form as may be prescribed by Franchisor. 10.3. 12.2 Franchisee shall submit to Franchisor, no later than the fifteenth (15th) fifth day of each month during the term of this Agreement, in a format monthly profit and manner specified loss statement, on forms prescribed by or supplied by Franchisor, monthly royalty and which accurately reports all gross sales reports, during the preceding month and such other reports data and information regarding the operation of the Outlet as Franchisor may reasonably require. 12.3 Franchisee shall submit to Franchisor upon request, a certified copy of any and all federal and/or state sales or income tax returns applicable to the Outlet. 12.4 Franchisee shall, at his expense, submit to Franchisor within thirty (30) days at the end of each quarter during the term of this Agreement or any renewals thereof, on forms prescribed by Franchisor, an unaudited financial statement for the preceding quarter, including both an income statement and balance sheet. Each financial statement shall be signed by Franchisee or by Franchisee's treasurer or chief financial officer, attesting that the statement is true and correct. 12.5 Fanchisee shall, at his/her expense, submit to Franchisor within ninety (90) days of each fiscal or calendar year during the term of this Agreement, a complete financial statement for the said fiscal or calendar year, including but not limited to both an income statement and a balance sheet prepared by an independent certified public accountant, together with such other information in such form as Franchisor may reasonable require. Franchisor reserves the right to require Franchisee to submit copies of all state sales tax returns for the Franchised Business to Franchisor. 10.4. Franchisee shall, at its expense, provide to Franchisor, in a format specified by Franchisor, and in accordance with generally accepted accounting principles, a complete annual this fiscal or calendar year financial statement (including, without limitation, to be a profit and loss statement, cash flow certified audited financial statement including both an income statement and a balance sheet), on a review basis, prepared by an independent certified public accountant satisfactory to Franchisor, within ninety (90) days after the end of each fiscal year of the Franchised Business showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said fiscal year. Franchisor reserves the right to require Franchisee to provide, at Franchisee's expense, an audited annual financial statement, prepared by an independent certified public accountant satisfactory to Franchisor. 10.5. Franchisor reserves the right to require Franchisee, at Franchisee's expense, to provide to Franchisor, in a format specified by Franchisor, quarterly or semi-annual financial statements (as described in Section 10.4 above), certified by an officer or accountant of Franchisee (and if specifically required by Franchisor, sheet certified by an independent certified public accountant), and such other information as Franchisor may reasonably specify, showing the results of operations of the Franchised Business and the results of operations for any entity affiliated with the Franchised Business during said period. Franchisee shall submit such reports within forty-five (45) days following the end of each quarter or six-month period of each fiscal year of the Franchised Business during the term hereof. 10.6. 12.6 Franchisee shall also submit to Franchisor, for review or auditing, Franchisor current financial statements and such other forms, reports, report records, information, and data as Franchisor may reasonably require, including but not limited to financial statements of each Franchisee and each Guarantordesignate, in the form and at the times and places reasonably required by Franchisor, upon Franchisor's request and as specified from time to time in the Manual or otherwise in writingotherwise. 12.7 Franchisee shall equip the Outlet with a point of sale cash register and financial information collection system which meets Franchisor's standards and specifications therefor. Such point of sale system shall utilize computer equipment or like terminal, with telecommunications capabilities compatible with Franchisor's business systems including applicable computer hardware and software without the necessity of any alteration by Franchisor reserves the right to require each Franchisee and each Guarantor to submit their respective federal and state income tax returns to Franchisor for reviewof its software or equipment. Franchisee agrees that shall acquire such equipment, hardware and software from a supplier designated or approved by Franchisor may, and specifically grants Franchisor the right to, divulge any and all information submitted by Franchisee pursuant to this Section 10 or otherwise pertaining to Franchisee to third-party financing or lending sources being considered by at Franchisee=s expense. 10.7. 12.8 Franchisor or its designated agents shall have the right right, at all reasonable times times, without prior notification to examine and a copy, made at Franchisor's =s expense, the books, records, of any and tax returns all of Franchisee's records and books of account. Franchisor shall also have the right, at any reasonable time, to have an independent audit made of the books and records of Franchisee. If an inspection should reveal that any payments to Franchisor or any affiliate have been understated in any report to Franchisor, or if Franchisee fails to expend any monies required under this Agreement, then Franchisee shall immediately pay the amount understated, or expend the amount required, upon demand by Franchisor. In addition, Franchisee shall pay interest on the understated amount from the date such amount was due until paid, at the rate to be determined by Franchisor from time to time, or the maximum rate permitted by law, whichever is less. If an inspection discloses an understatement in any report of two percent (2%) or more, or an underpayment of required expenditures (including, without limitation, royalties due pursuant to the Agreement) of two percent (2%) or more, Franchisee shall, in addition, reimburse Franchisor for any and all costs and expenses connected with the inspection (including, without limitation, travel, lodging and wage expenses, and reasonable accounting and legal costs). The foregoing remedies shall be in addition to any other remedies Franchisor may have.the