Common use of Examination by Independent Auditors Clause in Contracts

Examination by Independent Auditors. The independent auditors for each of NewTech and Windmere-Durable Holdings, Inc. ("Windmere") presently Ernst and Young and Granx Xxxxxxxx L.L.P., shall have the right during the term of this Agreement at any time that either NewTech or Windmere requires audited financial statements (e.g. in connection with the preparation of their respective annual reports, bank loans or certain acquisitions) to review the books and records of Kmart, but in no event more than twice per year. Any additional audits shall be conducted only with Kmart's express prior written consent, which shall not be unreasonably withheld, and shall be only for the purpose of confirming the accuracy of, and relating only to, the financial information required to be provided to NewTech hereunder as set forth in Section 7.1.4 herein, including, all TPM Purchase Orders. All information obtained by such auditors in the course of such review shall be maintained by such auditors as confidential and shall not be disclosed to any party, including Windmere and/or NewTech, without the express prior written consent of Kmart. The cost and expenses of such examination shall be paid solely by NewTech and/or Windmere, as the case may be; provided, that if such examination reveals an underpayment of more than one percent (1%) of the amount to which NewTech is entitled hereunder, then the reasonable out of pocket costs and expenses of such examination shall be paid by Kmart upon receipt of an invoice therefor with support documentation attached.

Examination by Independent Auditors. The independent auditors for each of NewTech Salton and Windmere-Durable Holdings, Inc. ("Windmere") presently Ernst and Young Deloitte & Touche and Granx Xxxxxxxx L.L.P.X.X.P., shall have the right during the term of this Agreement at any time that either NewTech Salton or Windmere requires audited financial statements (e.g. in connection with the preparation of their respective annual reports, bank loans or certain acquisitions) to review the books and records of Kmart, but in no event more than twice per year. Any additional audits shall be conducted only with Kmart's express prior written consent, which shall not be unreasonably withheld, and shall be only for the purpose of confirming the accuracy of, and relating only to, the financial information required to be provided to NewTech Salton hereunder as set forth in Section 7.1.4 herein, including, all TPM all** Purchase Orders. All information obtained by such auditors in the course of such review shall be maintained by such auditors as confidential and shall not be disclosed to any party, including Windmere and/or NewTechSalton, without the express prior written consent of Kmart. The cost and expenses of such examination shall be paid solely by NewTech Salton and/or Windmere, as the case may be; provided, that if such examination reveals an underpayment of more than one percent (1%) of the amount to which NewTech Salton is entitled hereunder, then the reasonable out of pocket costs and expenses of such examination shall be paid by Kmart upon receipt of an invoice therefor with support documentation attached.

Examination by Independent Auditors. The independent auditors for each of NewTech Salton and Windmere-Durable Holdings, Inc. ("Windmere") presently Ernst and Young Deloitte & Touche and Granx Xxxxxxxx L.L.P.X.X.P., shall have the right during the term of this Agreement at any time that either NewTech Salton or Windmere requires audited financial statements (e.g. in connection with the preparation of their respective annual reports, bank loans or certain acquisitions) to review the books and records of Kmart, but in no event more than twice per year. Any additional audits shall be conducted only with Kmart's express prior written consent, which shall not be unreasonably withheld, and shall be only for the purpose of confirming the accuracy of, and relating only to, the financial information required to be provided to NewTech Salton hereunder as set forth in Section 7.1.4 herein, including, all TPM [**] Purchase Orders. All information obtained by such auditors in the course of such review shall be maintained by such auditors as confidential and shall not be disclosed to any party, including Windmere and/or NewTechSalton, without the express prior written consent of Kmart. The cost and expenses of such examination shall be paid solely by NewTech Salton and/or Windmere, as the case may be; provided, that if such examination reveals an underpayment of more than one percent (1%) of the amount to which NewTech Salton is entitled hereunder, then the reasonable out of pocket costs and expenses of such examination shall be paid by Kmart upon receipt of an invoice therefor with support documentation attached.

Examination by Independent Auditors. The independent auditors for each of NewTech Salton and Windmere-Durable Holdings, Inc. ("Windmere") presently Ernst and Young Deloitte & Touche and Granx Xxxxxxxx L.L.P.X.X.P., shall have the right during the term of this Agreement at any time that either NewTech Salton or Windmere requires audited financial statements (e.g. in connection with the preparation of their respective annual reports, bank loans or certain acquisitions) to review the books and records of Kmart, but in no event more than twice per year. Any additional audits shall be conducted only with Kmart's express prior written consent, which shall not be unreasonably withheld, and shall be only for the purpose of confirming the accuracy of, and relating only to, the financial information required to be provided to NewTech Salton hereunder as set forth in Section 7.1.4 herein, including, all TPM Purchase Orders. All information obtained by such auditors in the course of such review shall be maintained by such auditors as confidential and shall not be disclosed to any party, including Windmere and/or NewTechSalton, without the express prior written consent of Kmart. The cost and expenses of such examination shall be paid solely by NewTech Salton and/or Windmere, as the case may be; provided, that if such examination reveals an underpayment of more than one percent (1%) of the amount to which NewTech Salton is entitled hereunder, then the reasonable out of pocket costs and expenses of such examination shall be paid by Kmart upon receipt of an invoice therefor with support documentation attached.

Examination by Independent Auditors. The independent auditors for each of NewTech Salton and Windmere-Durable Holdings, Inc. ("Windmere") presently Ernst and Young Deloitte & Touche and Granx Xxxxxxxx L.L.P.X.X.P., shall have the right during the term of this Agreement at any time that either NewTech Salton or Windmere requires audited financial statements (e.g. in connection with the preparation of their respective annual reports, bank loans or certain acquisitions) to review the books and records of Kmart, but in no event more than twice per year. Any additional audits shall be conducted only with Kmart's express prior written consent, which shall not be unreasonably withheld, and shall be only for the purpose of confirming the accuracy of, and relating only to, the financial information required to be provided to NewTech Salton hereunder as set forth in Section 7.1.4 herein, including, all TPM [*] Purchase Orders. All information obtained by such auditors in the course of such review shall be maintained by such auditors as confidential and shall not be disclosed to any party, including Windmere and/or NewTechSalton, without the express prior written consent of Kmart. The cost and expenses of such examination shall be paid solely by NewTech Salton and/or Windmere, as the case may be; provided, that if such examination reveals an underpayment of more than one percent (1%) of the amount to which NewTech is entitled hereunder, then the reasonable out of pocket costs and expenses of such examination shall be paid by Kmart upon receipt of an invoice therefor with support documentation attached.* Confidential Treatment Requested