Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee 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, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. 11.1 Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, transactions arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, during regular business hours and after 48 hours prior notice for the duration of this Agreement and for one three (13) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, invoices credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, records and documents and materials shall be kept available by Licensee for at least two three (23) years after the end of the Annual Period to which they relate. . 11.2 If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid paid, all payments required to be made to eliminate any discrepancy revealed by said audit shall be made promptly upon Licensor's demand therefor, and, if the discrepancy is in an amount equal to *% percent ( %) or more of the payments amount actually made paid with respect to sales occurring during the period in question, Licensee promptly shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforeaudit.

Books and Records; Audits. Licensee Licensee, Affiliate, and Subsidiary shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee Licensee, Affiliate, and Subsidiary shall keep separate general ledger accounts books and records for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one three (13) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee Licensee, Affiliate, and Subsidiary 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, documents and materials shall be kept available by Licensee for at least two three (23) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% five (5%) percent or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make pay twice the amount due for all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforetherefor.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee 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, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *10% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *eight percent (8%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.

Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee 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, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% * or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforetherefor.

Books and Records; Audits. (a) Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, maintain complete and accurate books of account and records (specifically including without limitation 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, transactions arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for , in such matters that do not include matters manner as will allow its accountants (and where deemed appropriate by Licensor, as will allow Licensor and/or its representatives or sales related accountants) to this Agreementaudit same in accordance with generally accepted accounting principles. Licensor and its duly authorized representatives representatives, upon appropriate advance notice, and at times reasonably convenient to Licensee, shall have the right, during regular business hours, for the duration of this Agreement Agreement, and for one a term of two (12) year thereafteryears following the termination of this Agreement, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances)or any extension hereof, to audit said books of account and records and examine all other documents and material materials in the possession of, or under the control of of, Licensee with respect to the subject matter and the terms of this Agreement, 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 and documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period annual period to which they relate. . (b) If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should shall have been paid paid, by an amount equal to *% five percent (5%) or more of the payments actually made with respect to sales occurring during the period in questionquestions, Licensee shall reimburse Licensor for the cost to Licensor of such audit and shall make together with all payments amounts which are required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit such audit. Such payments shall be made within ten fifteen (1015) days after Licensor's demand thereforefollowing the completion of such audit.

Books and Records; Audits. a. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, 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) in which accurate entries will be made covering all transactions, including advertising expenditures, transactions arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, during regular business hours but not more often than twice during any License Year for the duration of this Agreement and for one three (13) year years thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits . Licensor shall use its best efforts to conduct such audit in manner as not to interfere with Licensee's normal business activities. Licensor and shipping documents, and to make copies of any and each auditor acting on its behalf shall treat all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. information as confidential. b. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments to Licensor were less than the amount which should have been paid paid, Licensee shall make all payments required to be made to eliminate any discrepancy revealed by said audit within thirty (30) days after Licensor's demand therefor and, if the shortfall for any License Year is shown to be in an amount equal to *% five percent (5%) or more of the payments actually made with respect to sales occurring during the period in questionsuch License Year, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand thereforeaudit.