Common use of Books and Records; Audit Clause in Contracts

Books and Records; Audit. Toshiba agrees to maintain, and to require that each Submanufacturer and subdistributor who reproduces or distributes the Licensed WAS Technology maintain and provide to Toshiba, until three (3) years after the termination or expiration of this Agreement, complete and current books, records and accounts regarding all copying and distribution activities pursuant to this Agreement and to document compliance with the licenses granted. Toshiba agrees to allow an independent certified public accountant hired by Wink to audit and examine such books, records and accounts no more than once each calendar year, during Toshiba's normal business hours, to verify the accuracy of the reports and payments made to Wink under this Agreement and this Section and compliance with the restrictions of this Agreement. In the event such audit determines that Toshiba has not paid Wink all of the royalties due Wink, Toshiba agrees to pay, in addition to any damages to which Wink might be entitled, the amount of such shortfall plus interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is greater. The cost of such audit shall be borne by Wink, provided that if any such audit reveals an underpayment to Wink of at least five percent (5%), Toshiba shall reimburse to Wink all its costs of such audit.

Books and Records; Audit. Toshiba agrees to maintain, and to require that each Submanufacturer and subdistributor who reproduces or distributes the Licensed WAS Technology Engine Products, Combined Engine Products or Combined Engine Components maintain and provide to Toshiba, until three (3) years after the termination or expiration of this Agreement, complete and current books, records and accounts regarding all copying and distribution activities pursuant to this Agreement and to document compliance with the licenses granted. Toshiba agrees to allow an independent certified public accountant hired by Wink to audit and examine such books, records and accounts no more than once each calendar year, during Toshiba's normal business hours, to verify the accuracy of the reports and payments made to Wink under this Agreement and this Section and compliance with the restrictions of this Agreement. In the event such audit determines that Toshiba has not paid Wink all of the royalties due Wink, Toshiba agrees to pay, in addition to any damages to which Wink might be entitled, the amount of such shortfall plus interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is greaterhigher. The cost of such audit shall be borne by Wink, provided that if any such audit reveals an underpayment to Wink of at least five percent (5%), Toshiba shall reimburse to Wink all its costs of such audit.

Books and Records; Audit. Toshiba agrees to maintain, and to require that each Submanufacturer and subdistributor who reproduces or distributes the Licensed WAS WOS Technology maintain and provide to Toshiba, until three (3) years after the termination or expiration of this Agreement, complete and current books, records and accounts regarding all copying and distribution activities pursuant to this Agreement and to document compliance with the licenses granted. Toshiba agrees to allow an independent certified public accountant hired by Wink to audit and examine such books, records and accounts no more than once each calendar year, during Toshiba's normal business hours, to verify the accuracy of the reports and payments made to Wink under this Agreement and this Section and compliance with the restrictions of this Agreement. In the event such audit determines that Toshiba has not paid Wink all of the royalties due Wink, Toshiba agrees to pay, in addition to any damages to which Wink might be entitled, the amount of such shortfall plus interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is greaterlower. The cost of such audit shall be borne by Wink, provided that if any such audit reveals an underpayment to Wink of at least five percent (5%), Toshiba shall reimburse to Wink all its costs of such audit.