Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. (a) Buyers shall prepare and maintain complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account and records) covering all transactions arising out of or relating to this Agreement. Seller and its duly authorized representatives (or in the case of Third Party Branded Products, the owner or licensor of the Third Party Brand), upon appropriate advance notice to Buyers, shall have the right, during regular business hours, for the duration of this Agreement, and for a term of one (1) year following the early termination or expiration of this Agreement, to audit said books of account and records and examine all other documents and materials in the possession of, or under the control of, Buyers with respect to the subject matter of this Agreement. All such books of account, records and documents shall be kept available by Buyers for at least one (1) year after the early termination or expiration of this Agreement. (b) If, as a result of any audit of Buyers’ books and records, it is shown that with respect to any calendar quarter during the Term, royalties or minimums paid by Buyers to Seller were: (i) less than the amounts which should have been paid, Buyers immediately shall pay such shortfall to Seller together with the interest due under Section 6(e) with respect to the shortfall; and (ii) greater than the amounts which should have been paid, Seller shall refund such overpayment to Buyer(s) to the extent Seller is entitled to, or obtains after utilizing commercially reasonable efforts without incurring any cost or expense, a refund of the overpayment from a Vendor or the owner or licensor of a Third Party Brand. If the amount of a shortfall is equal to four percent (4%) or more of the payment actually due Seller, Buyers shall reimburse Seller for the cost to Seller of such audit. Such payments shall be made within ten (10) days following delivery to Buyers of a written demand by Seller for payment. (c) In addition to any inspection or audit by Seller or an owner or licensor of a Third Party Brand of the books and records of Buyers under Section 7(a), Buyers shall permit the owner or licensor of a Third Party Brand, as applicable, to inspect the facilities and operations where a Buyer conducts business activities with respect to Products to the extent required by the agreement relating to the applicable Third Party Brand. (d) In the event of an assignment by Seller of this Agreement to one of the companies identified in Schedule 2 (“Subject Buyers”), Seller’s audit, inspection and access rights under this Section 7 shall be limited to audit, inspection and access by an independent certified public accounting firm designated by Seller (selected from one of the “Big Four” or a reasonable substitute), and in connection with its activities such accounting firm shall not disclose to Seller or to any other Person Confidential Information of Buyers and their Affiliates not otherwise known to Seller in the ordinary course of the business relationship between the parties.

Books and Records; Audits. (a) Buyers Buyer shall prepare and maintain complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account and records) covering all transactions arising out of or relating to this Agreement. Seller and its duly authorized representatives (or in the case of Third Party Branded Products, the owner or licensor of the Third Party Brand), upon appropriate advance notice to BuyersBuyer, shall have the right, during regular business hours, for the duration of this Agreement, and for a term of one (1) year following the early termination or expiration of this Agreement, to audit said books of account and records and examine all other documents and materials in the possession of, or under the control of, Buyers Buyer with respect to the subject matter of this Agreement. All such books of account, records and documents shall be kept available by Buyers Buyer for at least one (1) year after the early termination or expiration of this Agreement. (b) If, as a result of any audit of Buyers’ Buyer's books and records, it is shown that with respect to any calendar quarter during the TermTerm (as hereafter defined), royalties or minimums paid by Buyers Buyer to Seller were: (i) less than the amounts which should have been paid, Buyers Buyer immediately shall pay such shortfall to Seller together with the interest due under Section 6(e4(e) with respect to the shortfall; and (ii) greater than the amounts which should have been paid, Seller shall refund such overpayment to Buyer(s) Buyer to the extent Seller is entitled to, or obtains after utilizing commercially reasonable efforts without incurring any cost or expense, a refund of the overpayment from a Vendor or the owner or licensor of a Third Party Brand. If the amount of a shortfall is equal to four percent (4%) or more than the percentage in the applicable license agreement for a Third Party Brand of the payment actually due Seller, Buyers Buyer shall reimburse Seller for the cost to Seller of such audit. Such payments shall be made within ten (10) days following delivery to Buyers of a written demand by Seller for payment. (c) In addition to any inspection or audit by Seller or an owner or licensor of a Third Party Brand of the books and records of Buyers under Section 7(a5(a), Buyers . Buyer shall permit Saks and the owner or licensor of a Third Party Brand, as applicable, to inspect the facilities and operations where a Buyer conducts business activities with respect to Products Stores to the extent required by the Saks Private Brands Agreement or the agreement relating to the applicable Third Party Brand. (d) In the event of an assignment by Seller of this Agreement to one of the companies identified in Schedule 2 (“Subject Buyers”), Seller’s audit, inspection and access rights under this Section 7 shall be limited to audit, inspection and access by an independent certified public accounting firm designated by Seller (selected from one of the “Big Four” or a reasonable substitute), and in connection with its activities such accounting firm shall not disclose to Seller or to any other Person Confidential Information of Buyers and their Affiliates not otherwise known to Seller in the ordinary course of the business relationship between the parties.

Books and Records; Audits. (a) Buyers Licensee and Perfumania shall prepare and maintain complete maintain, in such manner as will allow its accountants to audit same in accordance with GAAP complete, accurate and accurate separate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account and recordsaccount) in which accurate entries will be made covering all transactions transactions, including advertising expenditures, arising out of or relating to this Agreement. Seller Licensee and its Perfumania shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and Artist and their duly authorized representatives (or in the case of Third Party Branded Products, the owner or licensor of the Third Party Brand), upon appropriate advance notice to Buyers, shall have the right, during regular business hours, for the duration of this Agreement, Agreement and for three (3) years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a term of one (1) year following shorter period is appropriate in the early termination or expiration of this Agreementcircumstances), to audit said books of account and records and examine all other documents and materials material in the possession of, or under the control of, Buyers of Licensee and/or Perfumania with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records records, documents and documents materials shall be kept available by Buyers Licensee and/or Perfumania for at least one three (13) year years after the early termination or expiration end of this Agreement. (b) the Sales Year to which they relate. If, as a result of any audit of Buyers’ Licensee’s and/or Perfumania’s books and records, it is shown that with respect to any calendar quarter during the Term, royalties or minimums paid by Buyers to Seller were: (i) Licensee’s and/or Perfumania’s payments were less than the amounts amount which should have been paid, Buyers immediately shall pay such shortfall to Seller together with the interest due under Section 6(e) with respect to the shortfall; and (ii) greater than the amounts which should have been paid, Seller shall refund such overpayment to Buyer(s) to the extent Seller is entitled to, or obtains after utilizing commercially reasonable efforts without incurring any cost or expense, a refund of the overpayment from a Vendor or the owner or licensor of a Third Party Brand. If the paid by an amount of a shortfall is equal to four percent * (4*%) percent or more of the payment payments actually due Sellermade with respect to sales occurring during the period in question, Buyers Licensee and/or Perfumania shall reimburse Seller Licensor for the cost to Seller of such audit. Such audit and shall make all payments shall required to be made to eliminate any discrepancy revealed by said audit together with interest accruing thereon within ten (10) days following delivery to Buyers of a written after Licensor’s demand by Seller for paymenttherefor. (c) In addition to any inspection or audit by Seller or an owner or licensor of a Third Party Brand of the books and records of Buyers under Section 7(a), Buyers shall permit the owner or licensor of a Third Party Brand, as applicable, to inspect the facilities and operations where a Buyer conducts business activities with respect to Products to the extent required by the agreement relating to the applicable Third Party Brand. (d) In the event of an assignment by Seller of this Agreement to one of the companies identified in Schedule 2 (“Subject Buyers”), Seller’s audit, inspection and access rights under this Section 7 shall be limited to audit, inspection and access by an independent certified public accounting firm designated by Seller (selected from one of the “Big Four” or a reasonable substitute), and in connection with its activities such accounting firm shall not disclose to Seller or to any other Person Confidential Information of Buyers and their Affiliates not otherwise known to Seller in the ordinary course of the business relationship between the parties.

Books and Records; Audits. (a) Buyers Buyer shall prepare and maintain complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account and records) covering all transactions arising out of or relating to this Agreement. Seller and its duly authorized representatives (or in the case of Third Party Branded Products, the owner or licensor of the Third Party Brand), upon appropriate advance notice to BuyersBuyer, shall have the right, during regular business hours, for the duration of this Agreement, and for a term of one (1) year following the early termination or expiration of this Agreement, to audit said books of account and records and examine all other documents and materials in the possession of, or under the control of, Buyers Buyer with respect to the subject matter of this Agreement. All such books of account, records and documents shall be kept available by Buyers Buyer for at least one (1) year after the early termination or expiration of this Agreement. (b) If, as a result of any audit of Buyers’ Buyer's books and records, it is shown that with respect to any calendar quarter during the TermTerm (as hereafter defined), royalties or minimums paid by Buyers Buyer to Seller were: (i) less than the amounts which should have been paid, Buyers Buyer immediately shall pay such shortfall to Seller together with the interest due under Section 6(e4(e) with respect to the shortfall; and (ii) greater than the amounts which should have been paid, Seller shall refund such overpayment to Buyer(s) Buyer to the extent Seller is entitled to, or obtains after utilizing commercially reasonable efforts without incurring any cost or expense, a refund of the overpayment from a Vendor or the owner or licensor of a Third Party Brand. If the amount of a shortfall is equal to four percent (4%) or more than the percentage in the applicable license agreement for a Third Party Brand of the payment actually due Seller, Buyers Buyer shall reimburse Seller for the cost to Seller of such audit. Such payments shall be made within ten (10) days following delivery to Buyers of a written demand by Seller for payment. (c) In addition to any inspection or audit by Seller or an owner or licensor of a Third Party Brand of the books and records of Buyers Buyer under Section 7(a5(a), Buyers Buyer shall permit the owner or licensor of a Third Party Brand, as applicable, to inspect the facilities and operations where a Buyer conducts business activities with respect to Products to the extent required by the agreement relating to the applicable Third Party Brand. (d) In the event of an assignment by Seller of this Agreement to one of the companies identified in Schedule 2 (“Subject Buyers”), Seller’s audit, inspection and access rights under this Section 7 shall be limited to audit, inspection and access by an independent certified public accounting firm designated by Seller (selected from one of the “Big Four” or a reasonable substitute), and in connection with its activities such accounting firm shall not disclose to Seller or to any other Person Confidential Information of Buyers and their Affiliates not otherwise known to Seller in the ordinary course of the business relationship between the parties.