For Stand-Alone Licensed Hardware Sample Clauses

For Stand-Alone Licensed Hardware. Subject to Section 6.2, Forty-Five (45) days after the end of each calendar quarter in which the Stand-Alone Licensed Hardware was sold, Company shall pay to Harmonix a royalty of [***] of Net Sales during said calendar quarter (the “Royalty Period” for such Stand-Alone Licensed Hardware) in connection with the sale and distribution of the Stand-Alone Licensed Hardware (the “Stand-Alone Licensed Hardware Royalty”). The Parties acknowledge and agree that if the Net Sales calculation for any Royalty Period results in a negative Net Sales figure, (a) Company shall have no obligation to pay Royalties to Harmonix for such Royalty Period, (b) Harmonix shall have no obligation or liability to Company with respect to such negative Net Sales and (c) in no event shall Company carry over or otherwise be entitled to a credit for such negative Net Sales in any subsequent Royalty Period. Company’s obligations to pay Royalties shall accrue upon the sale of any Stand-Alone Licensed Hardware. For purposes of this Agreement, a Stand-Alone Licensed Hardware is considered “sold” when it is invoiced, shipped or paid for, whichever occurs first, solely except for those customers of Company for whom Company issues an invoice upon confirmation of delivery, in which case such Stand-Alone Licensed Product shall be deemed “sold” when invoiced, provided that Company issues an invoice to the applicable customer for such Stand-Alone Licensed Product within five business days of shipment. Notwithstanding anything to the contrary contained in this Agreement, during each Royalty Period, in connection with calculating Net Sales for purposes of determining the Stand-Alone Licensed Hardware Royalty, Company shall have the right to establish a reasonable financial reserve to be applied solely against actual returns of defective Stand-Alone Licensed Hardware in an amount not to exceed [***] of Net Sales for the applicable Royalty Period (each, a “Financial Reserve”). Company shall liquidate (i.e., true up) each Financial Reserve upon the earlier of (i) the time period as set forth in accordance with GAAP or (ii) during each six months during the Term.
Sample 1
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Related to For Stand-Alone Licensed Hardware

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