Common use of Reconciliation of Royalty Payments Clause in Contracts

Reconciliation of Royalty Payments. (a) Within sixty days (60) following the Closing Date, Seller shall provide Buyer with a statement (“Royalty Statement”) setting forth, with respect to each Assigned Contract, its good faith calculation of the following, together with reasonable supporting documentation for such calculations: (i) the amount of royalty advances and other payments (less applicable prepaid commissions and agency fees) received by Seller or its Subsidiaries in connection with an Assigned Contract but unearned as of the Closing Date (“Advances”); and (ii) for Assigned Contracts that require the counterparty to pay a flat fee, the amount of any fees fully paid before the Closing Date but expressly applicable to periods on or after the Closing Date Date (“Paid-Up Fees”). (b) Within thirty (30) days after the later of (x) the last day of the first full calendar quarter on or after the Closing Date and (y) the date the Royalty Statement is delivered to Buyer, Buyer shall prepare in good faith, subject to the review and approval by Seller, a written calculation with respect to each Assigned Contract (the “Final Reconciliation”) of: (i) for Assigned Contracts that require the counterparty to pay a percentage-based royalty, the actual amount of the license fees, franchise fees, royalty fees, common marketing fund fees, or other fees, payments, consideration or compensation with respect to each such Assigned Contract (“Royalties”) paid to Buyer or its Affiliates on or after the Closing Date (but including amounts of any tax withholding by a licensee that is a party to an Assigned Contract (“Withholding Amounts”)); (ii) any pro rata portion of the Royalties and Withholding Amounts (less applicable commissions and agency fees) received by Buyer but attributable to periods before the Closing Date (“Seller’s Royalties”); (iii) the Advances; and (iv) the Paid-Up Fees. Exhibit A sets forth examples of how the amounts described in this Section 2.09(b) will be determined. Seller will have thirty (30) days following delivery of the Final Reconciliation by Buyer to review the Final Reconciliation and, if applicable, deliver a written notice of objections to Buyer (the “Notice of Objections”) specifying all disagreements with items, calculations or methodologies utilized in preparing the Final Reconciliation. Buyer shall make all Assigned Contracts, work papers and books and records relating to payments under the Assigned Contracts, and any other information and materials reasonably requested by Seller, available to Seller and its Representatives during such review period. Buyer shall use the same efforts to collect Seller’s Royalties as it uses to collect Royalties for its own account, and shall reasonably cooperate with Seller in connection therewith. If Seller does not deliver a Notice of Objections, the Final Reconciliation shall be final and binding on the parties hereto. (c) If Buyer and Seller are unable to resolve any disagreements with respect to the Final Reconciliation within ninety (90) days of delivery to Buyer of the Notice of Objection, then either Buyer or Seller may submit such disagreements for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Arbitrator”). Each of Buyer, on the one hand, and Seller, on the other hand, shall be permitted to present supporting documentation to the Accounting Arbitrator (which supporting documentation shall also be concurrently provided to the other party(ies)) within fifteen (15) days of the appointment of the Accounting Arbitrator. Within fifteen (15) days of receipt of supporting documentation, the receiving party(ies) may present responsive documentation to the Accounting Arbitrator (which responsive documentation shall also be concurrently provided to the other party(ies)). The Accounting Arbitrator shall only consider the documentation of the parties, and shall not conduct any independent review, in determining those items and amounts disputed by the parties. The Accounting Arbitrator shall select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall deliver to Buyer and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The determination of the Accounting Arbitrator shall be final and binding on the parties hereto. The fees of the Accounting Arbitrator shall be borne by Buyer, on the one hand, and Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate number of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by Buyer, on the one hand, or Seller, on the other hand, as determined by the Accounting Arbitrator, bears to the total number of such disputed items so referred to the Accounting Arbitrator for resolution. (d) If the amount set forth on the Final Reconciliation with respect to Seller’s Royalties is greater than the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Buyer shall pay the difference to Seller by wire transfer within ten (10) days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report. (e) If the amount set forth on the Final Reconciliation with respect to Seller’s Royalties is less than the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Seller shall pay the difference to Buyer by wire transfer within ten (10) days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report.

Reconciliation of Royalty Payments. (a) Within sixty days (60) following the Closing Date, Seller shall provide Buyer with a statement (“Royalty Statement”) setting forth, with With respect to each Assigned Contract, its good faith calculation of the following, together with reasonable supporting documentation for such calculations: within ninety (i) the amount of royalty advances and other payments (less applicable prepaid commissions and agency fees) received by Seller or its Subsidiaries in connection with an Assigned Contract but unearned as of the Closing Date (“Advances”); and (ii) for Assigned Contracts that require the counterparty to pay a flat fee, the amount of any fees fully paid before the Closing Date but expressly applicable to periods on or after the Closing Date Date (“Paid-Up Fees”). (b) Within thirty (3090) days after the later Closing Date, or as soon thereafter as reasonably practicable based on the reporting periods under each applicable Assigned Contract, Seller shall, with the assistance of (x) the last day of the first full calendar quarter on or after the Closing Date and (y) the date the Royalty Statement is delivered to Buyer, Buyer shall prepare in good faith, subject to the review and approval by Seller, faith a written calculation with respect to each Assigned Contract (the “Final Reconciliation”) of: (i) for Assigned Contracts that require the counterparty to pay a percentage-based royalty, of the actual amount of by which the license fees, franchise fees, royalty fees, common marketing fund fees, or other fees, payments, consideration or compensation with respect to each such Assigned Contract (“Royalties”) paid to Buyer or its Affiliates (excluding any applicable VAT) earned by the Seller on or after prior to the Closing Date but not yet collected exceeded (or, as applicable, was exceeded by) the amount of Royalties collected by the Seller with respect to such Assigned Contract as of the Closing Date (but including amounts of excluding any tax withholding applicable VAT) for periods after the Closing Date, and the actual amount by a licensee that is a party which any marketing fees (excluding any applicable VAT) payable by Seller (the “Seller Marketing Fees”) on or prior to an Assigned Contract (“Withholding Amounts”)); (ii) any pro rata portion of the Royalties and Withholding Amounts (less applicable commissions and agency fees) received by Buyer but attributable to periods before the Closing Date but not yet paid exceeded (“Seller’s Royalties”);or as applicable was exceeded by) the amount of such Seller Marketing Fees paid by Seller with respect to such Assigned Contract as of the Closing Date. (iiib) For purposes of the Advances; and (iv) the Paid-Up Fees. Exhibit A sets forth examples of how the amounts calculation described in this Section 2.09(b2.6(a) will above, the Royalties with respect to each Assigned Contract shall have been or be determined. earned by Seller will and Buyer, and the Seller Marketing Fees with respect to each applicable Assigned Contract shall have thirty (30) days following delivery been or be payable by Seller and Buyer, pro rata based on the percentage of the Final Reconciliation by Buyer to review the Final Reconciliation andapplicable royalty period for each such Assigned Contract during which Seller or Buyer, if as applicable, deliver a written notice of objections to Buyer (the “Notice of Objections”) specifying all disagreements with items, calculations or methodologies utilized in preparing the Final Reconciliation. Buyer shall make all Assigned Contracts, work papers and books and records relating to payments under owned the Assigned Contracts, and any other information and materials reasonably requested by Seller, available to Seller and its Representatives during such review period. Buyer shall use the same efforts to collect Seller’s Royalties as it uses to collect Royalties for its own account, and shall reasonably cooperate with Seller in connection therewith. If Seller does not deliver a Notice of Objections, the Final Reconciliation shall be final and binding on the parties heretoContract. (c) If Buyer and the Royalties earned by the Seller are unable on or prior to resolve the Closing Date but not yet collected exceed the amount of the Royalties collected by the Seller as of the Closing Date (excluding any disagreements applicable VAT), then with respect to such Assigned Contract, Buyer shall remit the Final Reconciliation within ninety (90) days of delivery to Buyer amount of the Notice difference to Seller out of Objection, then either Royalties actually collected by Buyer (provided that Buyer shall use commercially reasonable efforts to collect such amounts) by check or Seller may submit such disagreements for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements wire transfer within the later of ten (the “Accounting Arbitrator”). Each of Buyer, on the one hand, and Seller, on the other hand, shall be permitted to present supporting documentation to the Accounting Arbitrator (which supporting documentation shall also be concurrently provided to the other party(ies)) within fifteen (1510) days of the appointment Final Reconciliation, or if such Royalties have not yet been collected by Buyer, ten (10) days after the date such Royalties are collected (if they are collected). If the Royalties collected by the Seller as of the Accounting Arbitrator. Within fifteen Closing Date for periods after the Closing Date (15excluding any applicable VAT) days of receipt of supporting documentation, exceed the receiving party(ies) may present responsive documentation Royalties earned by the Seller on or prior to the Accounting Arbitrator (which responsive documentation shall also be concurrently provided to the other party(ies)). The Accounting Arbitrator shall only consider the documentation of the partiesClosing Date but not yet collected, and shall not conduct any independent review, in determining those items and amounts disputed by the parties. The Accounting Arbitrator shall select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator such Assigned Contract, Seller shall deliver to Buyer and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The determination of the Accounting Arbitrator shall be final and binding on the parties hereto. The fees of the Accounting Arbitrator shall be borne by Buyer, on the one hand, and Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate number of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by Buyer, on the one hand, or Seller, on the other hand, as determined by the Accounting Arbitrator, bears to the total number of such disputed items so referred to the Accounting Arbitrator for resolution. (d) If remit the amount set forth on the Final Reconciliation with respect to Seller’s Royalties is greater than the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Buyer shall pay of the difference to Seller Buyer by check or wire transfer within ten (10) days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report. (e) Reconciliation. If the Seller Marketing Fees payable by Seller on or prior to the Closing Date but not yet paid exceed the amount set forth on of Seller Marketing Fees paid by the Final Reconciliation Seller as of the Closing Date (excluding any applicable VAT), with respect to Seller’s Royalties is less than the aggregate amounts set forth with respect to Advances and Paid-Up Feessuch Assigned Contract, then Seller shall pay remit the amount of the difference to Buyer by check or wire transfer within ten (10) days after the later of the date of the Final Reconciliation Reconciliation. If the Seller Marketing Fees paid by Seller as of the Closing Date (excluding any applicable VAT) exceed the Seller Marketing Fees payable by the Seller on or prior to the date that Closing Date, with respect to such Assigned Contract, Buyer shall remit the Accounting Arbitrator has delivered its written reportamount of the difference to Seller by check or wire transfer within ten (10) days of the Final Reconciliation.

Reconciliation of Royalty Payments. (a) Within With respect to each Transferred Contract, within sixty days (60) following days after the Closing Date, Seller shall complete and provide Buyer with a statement to Buyers the applicable portions of the reconciliation template (the “Royalty StatementReconciliation Template”) setting forth, with respect as set forth on Exhibit B-1 that are identified as to each Assigned Contract, its good faith calculation of the following, together with reasonable supporting documentation for such calculations: (i) the amount of royalty advances and other payments (less applicable prepaid commissions and agency fees) received be completed by Seller or its Subsidiaries (the “Seller Reconciliation”) in connection accordance with an Assigned Contract but unearned as of the Closing Date (“Advances”); and (ii) for Assigned Contracts that require the counterparty to pay a flat fee, the amount of any fees fully paid before the Closing Date but expressly applicable to periods on or after the Closing Date Date (“Paid-Up Fees”)Exhibit B-2. (b) Within thirty (30) days after the later of (x) the last day of the first full calendar quarter on or after the Closing Date and (y) the date the Royalty Statement is delivered to Buyer, Buyer shall prepare in good faith, subject to the review and approval by Seller, a written calculation with respect to each Assigned Contract (the “Final Reconciliation”) of: (i) for Assigned Contracts that require the counterparty to pay a percentage-based royalty, the actual amount of the license fees, franchise fees, royalty fees, common marketing fund fees, or other fees, payments, consideration or compensation with respect to each such Assigned Contract (“Royalties”) paid to Buyer or its Affiliates on or after the Closing Date (but including amounts of any tax withholding by a licensee that is a party to an Assigned Contract (“Withholding Amounts”)); (ii) any pro rata portion of the Royalties and Withholding Amounts (less applicable commissions and agency fees) received by Buyer but attributable to periods before the Closing Date (“Seller’s Royalties”); (iii) the Advances; and (iv) the Paid-Up Fees. Exhibit A sets forth examples of how the amounts described in this Section 2.09(b) will be determined. Seller Buyers will have thirty sixty (3060) days following delivery of the Final Seller Reconciliation by Buyer Seller to review the Final Seller Reconciliation and, if applicable, deliver a written notice of objections to Buyer Seller (the “Buyer Notice of Objections”) specifying all disagreements with items, calculations or methodologies utilized in preparing the Final Seller Reconciliation. Buyer Seller shall make all Assigned Contracts, work papers and books and records relating to payments under the Assigned Contracts, and any other information and materials reasonably requested by Seller, Transferred Contracts available to Seller Buyer and its Representatives representatives during such review period. Buyer shall use the same efforts to collect Seller’s Royalties as it uses to collect Royalties for its own account, and shall reasonably cooperate with Seller in connection therewith. If Seller does Buyers do not deliver a Buyer Notice of Objections, the Final Seller Reconciliation shall be the final and binding on the parties heretoSeller Reconciliation under this Section 3.4. (c) If Buyer Buyers and Seller are unable to resolve any disagreements with respect to the Final Seller Reconciliation within ninety (90) days of delivery to Buyer Seller of the Buyer Notice of Objection, then either Buyer Buyers or Seller may submit such disagreements for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Arbitrator”). Each of BuyerBuyers, on the one hand, and Seller, on the other hand, shall be permitted to present supporting documentation to the Accounting Arbitrator (which supporting documentation shall also be concurrently provided to the other party(ies)) within fifteen (15) days of the appointment of the Accounting Arbitrator. Within fifteen (15) days of receipt of supporting documentation, the receiving party(ies) may present responsive documentation to the Accounting Arbitrator (which responsive documentation shall also be concurrently provided to the other party(ies)). The Accounting Arbitrator shall only consider the documentation of the parties, and shall not conduct any independent review, in determining those items and amounts disputed by the parties. The Accounting Arbitrator shall select either the position of Buyer Buyers or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall deliver to Buyer Buyers and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The determination of the Accounting Arbitrator shall be final and binding on the parties hereto. The fees of the Accounting Arbitrator shall be borne by BuyerBuyers, on the one hand, and Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate number of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by BuyerBuyers, on the one hand, or Seller, on the other hand, as determined by the Accounting Arbitrator, bears to the total number of such disputed items so referred to the Accounting Arbitrator for resolution. For the avoidance of doubt, in the event of a dispute between Buyers and Seller with respect to the Seller Reconciliation, the sixty (60) day period provided for Buyers’ delivery of the Buyer Reconciliation under Section 3.4(d) shall be tolled and shall commence on the date following the date that the dispute is resolved by Buyers and Sellers or the Accounting Arbitrator, as applicable. (d) If Within sixty (60) days after the expiration of (x) if a Buyer Notice of Objections is not delivered or is delivered and any dispute raised thereby has been resolved by Buyers and Seller or the Accounting Arbitrator, as applicable, prior to the Cut-Off Date, the end of the month following the first full calendar quarter ending after the Closing Date (the “Cut-Off Date”), or (y) if a Buyer Notice of Objections is delivered and any dispute raised thereby has not been resolved prior to the Cut-Off Date, the date such dispute is resolved by Buyers and Seller or the Accounting Arbitrator, as applicable, Buyers shall complete and provide to Seller the applicable portions of the Reconciliation Template that are identified as to be completed by Buyer (the “Buyer Reconciliation”), in accordance with the methodology set forth in the examples included on Exhibit B-2, which completed reconciliation would allocate any cash collected by Buyers, Seller or any of their respective Affiliates as of the Cut-Off Date (the “Cash Collections”) under the Transferred Contracts among the Buyers and Seller as follows: (i) With respect to Transferred Contracts that provide for the payment of royalties and a minimum guaranteed royalty, Cash Collections with respect to advance and minimum guarantee payments under Transferred Contracts with royalty earnings as of the Closing Date that have not exceeded the minimum guaranteed royalties thereunder, will be allocated among Buyers on the one hand and Seller on the other hand, pro rata based on a straight line amortization over the relevant term of the Transferred Contract, in accordance with the methodology outlined in examples (1), (2) and (6) of Exhibit B-2); (ii) With respect to Transferred Contracts that provide for the payment of royalties and a minimum guaranteed royalty, Cash Collections with respect to advance and minimum guarantee payments under Transferred Contracts with royalty earnings as of the Closing Date that have exceeded the aggregate amount of minimum guaranteed royalties payable thereunder, will be allocated among Buyers on the one hand and Seller on the other hand, on a pro rata basis in accordance with the methodology outlined in example (7) of Exhibit B-2; (iii) With respect to Transferred Contracts that do not provide for the payment of royalties, Cash Collections with respect to flat fee payments to be allocated among Buyers on the one hand and Seller on the other hand, pro rata based on a straight line amortization, over the relevant term of the Transferred Contract, in accordance with the methodology outlined in example (10) of Exhibit B-2; (iv) With respect to Transferred Contracts that provide for the payment of royalties and a minimum guaranteed royalty, where royalty earnings as of the Closing Date are in excess of royalty earnings as of the Closing Date based on a straight line amortization of the minimum guarantee, Cash Collections to be allocated among Buyers on the one hand and Seller on the other hand, pro rata based upon royalty earnings of such Transferred Contract as of the Closing Date, in accordance with the methodology outlined in examples (3), (4), (5), (8) and (9) of Exhibit B-2. (v) In the event of any conflict between this Section 3.4(b) and Exhibit B-2, the examples set forth on Exhibit B-2 shall control. In addition, any scenario not contemplated by the examples discussed above shall be approached using the same principles as the methodology and examples provided in Exhibit B-2. (e) Seller will have sixty (60) days following delivery of the Buyer Reconciliation by Buyers to review the Buyer Reconciliation and, if applicable, deliver a written notice of objections to Buyers (the “Seller Notice of Objections”) specifying all disagreements with items, calculations or methodologies utilized in preparing the Buyer Reconciliation. Buyers shall make all Transferred Contracts, work papers and books and records relating to payments under the Transferred Contracts available to Seller and its representatives during such review period. Buyers shall use commercially reasonable efforts to collect royalties and other amounts under the Transferred Contracts and at least the same efforts as Seller used to collect such amounts for its own account. If Seller does not deliver a Seller Notice of Objections, the Buyer Reconciliation shall be final and binding on the parties as the “Final Reconciliation Reconciliation”. (f) If Buyers and Seller are unable to resolve any disagreements with respect to Seller’s Royalties is greater than the aggregate amounts set forth Buyer Reconciliation within ninety (90) days of delivery to Buyers of the Seller Notice of Objection, then either Buyers or Seller may submit such disagreements for final and binding resolution to the Accounting Arbitrator, which shall be governed by the same guidelines and requirements for review, timing, Accounting Arbitrator fees and participation as specified in Section 3.4(c); provided, however, that the resolution of any such disagreement by the Accounting Arbitrator with respect to Advances the Buyer Reconciliation under this Section 3.4(f) shall be final and Paid-Up Fees, then Buyer binding on the parties as the “Final Reconciliation”. (g) Buyers shall pay the difference to Seller any Cash Collections due Seller under this Section 3.4 by wire transfer within ten (10) 10 days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report. (e) If report as to the amount set forth on the Final Reconciliation with respect to Seller’s Royalties is less than the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Buyer Reconciliation. (h) Seller shall pay the difference to Buyer Buyers any Cash Collections due to Buyers under this Section 3.4 by wire transfer within ten (10) 10 days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written reportreport as to the amount set forth on the Buyer Reconciliation.

Reconciliation of Royalty Payments. (a) Within sixty ninety (90) days (60) following after the Closing Date, Seller shall provide Buyer with a statement (“Royalty Statement”) setting forthshall, with respect to each Assigned Contract, its good faith calculation the assistance of the following, together with reasonable supporting documentation for such calculations: (i) the amount of royalty advances and other payments (less applicable prepaid commissions and agency fees) received by Seller or its Subsidiaries in connection with an Assigned Contract but unearned as of the Closing Date (“Advances”); and (ii) for Assigned Contracts that require the counterparty to pay a flat fee, the amount of any fees fully paid before the Closing Date but expressly applicable to periods on or after the Closing Date Date (“Paid-Up Fees”). (b) Within thirty (30) days after the later of (x) the last day of the first full calendar quarter on or after the Closing Date and (y) the date the Royalty Statement is delivered to Buyer, Buyer shall prepare in good faith, subject to the review and approval by Seller, faith a written calculation with respect to each Assigned Contract (the “Final Reconciliation”) of: (i) for Assigned Contracts that require the counterparty to pay a percentage-based royalty, of the actual amount of by which the license fees, franchise fees, royalty fees, common marketing fund fees, or other fees, payments, consideration or compensation (excluding any and all marketing fees) with respect to each such the Assigned Contract Contracts (“Royalties”) paid to Buyer or its Affiliates earned by the Seller on or prior to the Closing Date but not yet collected exceeded (or, as applicable, was exceeded by) the amount of Royalties collected by the Seller as of the Closing Date for periods after the Closing Date Date. (but including amounts b) For purposes of any tax withholding the calculation described in Section 2.6(a) above, the Royalties with respect to each Assigned Contacts shall have been or be earned by a licensee that is a party to an Seller and Buyer pro rata based on the percentage of the applicable royalty period for each such Assigned Contract (“Withholding Amounts”)); (ii) any pro rata portion of the Royalties and Withholding Amounts (less applicable commissions and agency fees) received by Buyer but attributable to periods before the Closing Date (“Seller’s Royalties”); (iii) the Advances; and (iv) the Paid-Up Fees. Exhibit A sets forth examples of how the amounts described in this Section 2.09(b) will be determined. during which Seller will have thirty (30) days following delivery of the Final Reconciliation by Buyer to review the Final Reconciliation andor Buyer, if as applicable, deliver a written notice of objections to Buyer (the “Notice of Objections”) specifying all disagreements with items, calculations or methodologies utilized in preparing the Final Reconciliation. Buyer shall make all Assigned Contracts, work papers and books and records relating to payments under owned the Assigned Contracts, and any other information and materials reasonably requested by Seller, available to Seller and its Representatives during such review period. Buyer shall use the same efforts to collect Seller’s Royalties as it uses to collect Royalties for its own account, and shall reasonably cooperate with Seller in connection therewith. If Seller does not deliver a Notice of Objections, the Final Reconciliation shall be final and binding on the parties heretoContract. (c) If Buyer and the Royalties earned by the Seller are unable to resolve any disagreements with respect on or prior to the Final Reconciliation within ninety (90) days of delivery to Buyer Closing Date but not yet collected exceed the amount of the Notice of Objection, then either Buyer or Royalties collected by the Seller may submit such disagreements for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Arbitrator”). Each of Buyer, on the one hand, and Seller, on the other hand, shall be permitted to present supporting documentation to the Accounting Arbitrator (which supporting documentation shall also be concurrently provided to the other party(ies)) within fifteen (15) days as of the appointment of Closing Date for periods after the Accounting Arbitrator. Within fifteen (15) days of receipt of supporting documentationClosing Date, the receiving party(ies) may present responsive documentation to the Accounting Arbitrator (which responsive documentation Buyer shall also be concurrently provided to the other party(ies)). The Accounting Arbitrator shall only consider the documentation of the parties, and shall not conduct any independent review, in determining those items and amounts disputed by the parties. The Accounting Arbitrator shall select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall deliver to Buyer and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The determination of the Accounting Arbitrator shall be final and binding on the parties hereto. The fees of the Accounting Arbitrator shall be borne by Buyer, on the one hand, and Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate number of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by Buyer, on the one hand, or Seller, on the other hand, as determined by the Accounting Arbitrator, bears to the total number of such disputed items so referred to the Accounting Arbitrator for resolution. (d) If remit the amount set forth on the Final Reconciliation with respect to Seller’s Royalties is greater than the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Buyer shall pay of the difference to Seller by check or wire transfer within ten (10) days after the later of the date of the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report. (e) Reconciliation. If the amount set forth Royalties collected by the Seller as of the Closing Date for periods after the Closing Date exceed the Royalties earned by the Seller on or prior to the Final Reconciliation with respect to Seller’s Royalties is less than the aggregate amounts set forth with respect to Advances and Paid-Up FeesClosing Date but not yet collected, then Seller shall pay remit the amount of the difference to Buyer by check or wire transfer within ten (10) days after the later of the date of the Final Reconciliation Reconciliation. (d) Notwithstanding the foregoing, the Seller shall not be entitled to any Royalties with respect to licenses for which a signing bonus or one time payment is paid to any Seller prior to the date that Closing Date, including without limitation, the Accounting Arbitrator has delivered its written reportsigning bonuses and one time payments paid pursuant to those Contracts listed on Schedule 2.1(a)(v).

Reconciliation of Royalty Payments. (a) Within sixty With respect to each Juicy Acquired Contract, within ninety (90) days (60) following after the Closing Date, or as soon thereafter as reasonably practicable based on the reporting periods under each applicable Juicy Acquired Contract, the Seller shall provide Buyer with a statement (“Royalty Statement”) setting forthshall, with respect to each Assigned Contract, its good faith calculation the assistance of the following, together with reasonable supporting documentation for such calculations: (i) the amount of royalty advances and other payments (less applicable prepaid commissions and agency fees) received by Seller or its Subsidiaries in connection with an Assigned Contract but unearned as of the Closing Date (“Advances”); and (ii) for Assigned Contracts that require the counterparty to pay a flat fee, the amount of any fees fully paid before the Closing Date but expressly applicable to periods on or after the Closing Date Date (“Paid-Up Fees”). (b) Within thirty (30) days after the later of (x) the last day of the first full calendar quarter on or after the Closing Date and (y) the date the Royalty Statement is delivered to Buyer, Buyer shall prepare in good faith, subject to the review and approval by Seller, faith a written calculation with respect to each Assigned Contract (the “Final Reconciliation”) of: of (x) the actual amount by which (i) for Assigned Contracts that require the counterparty to pay a percentage-based royalty, the actual amount of the license fees, franchise fees, royalty fees, common marketing fund fees (including, without limitation, Imagefund fees), or other fees, payments, consideration or compensation with respect to each such Assigned Juicy Acquired Contract (“Royalties”) paid to Buyer earned by the Seller or any of its Affiliates on or after prior to the Closing Date exceeded (but including amounts of any tax withholding by a licensee that is a party to an Assigned Contract (“Withholding Amounts”)); or, as applicable, was exceeded by) (ii) the amount of Royalties collected by the Seller with respect to such Juicy Acquired Contract as of the Closing Date, and (y) the actual amount by which (i) any pro rata portion marketing fees payable by the Seller or any of its Affiliates (the “Seller Marketing Fees”) prior to the Closing Date exceeded (or as applicable was exceeded by) (ii) the amount of such Seller Marketing Fees paid by the Seller or any of its Affiliates with respect to such Juicy Acquired Contract as of the Closing Date. The calculation of the Royalties and Withholding Amounts (less applicable commissions Seller Marketing Fees shall be made in accordance with GAAP and agency fees) received by Buyer but attributable to periods before consistent with past practice of the Closing Date (“Seller’s Royalties”);Seller and its Affiliates. (iiib) For purposes of the Advances; andcalculation described in Section 2.4(a) above, the Royalties with respect to each Juicy Acquired Contract shall have been or be earned by any member of the Seller Group, on the one hand, and the Company, on the other hand, and the Seller Marketing Fees with respect to each applicable Juicy Acquired Contract shall have been or be payable by any member of the Seller Group, on the one hand, and the Company, on the other hand, pro rata based on the percentage of the applicable royalty period for each such Juicy Acquired Contract during which the Seller Group member or the Company, as applicable, owned the Juicy Acquired Contract. (ivc) The Final Reconciliation shall become final and binding on the Paid-Up Fees. Exhibit A sets forth examples of how the amounts described in this Section 2.09(btwentieth (20th) will be determined. Seller will have thirty (30) days Business Day following delivery thereof, unless prior to the end of such period, the Final Reconciliation by Buyer delivers to review the Final Reconciliation and, if applicable, deliver a Seller written notice of objections to Buyer disagreement (the a “Notice of ObjectionsDisagreement”) specifying all disagreements with itemsthe nature of any dispute as to the Royalties or Seller Marketing Fees, calculations or methodologies utilized as set forth in preparing the Final Reconciliation. The Buyer shall make be deemed to have agreed with all Assigned Contracts, work papers items and books and records relating to payments under amounts of the Assigned ContractsRoyalties and/or Seller Marketing Fees not specifically referenced in the Notice of Disagreement, and any other information such items and materials reasonably requested by Seller, available amounts shall not be subject to review in accordance with Section 2.4(d). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Royalties and/or Seller and its Representatives during such review period. Buyer shall use Marketing Fees as reflected on the same efforts to collect Seller’s Royalties as it uses to collect Royalties for its own account, and shall reasonably cooperate Final Reconciliation not being calculated in accordance with Seller in connection therewith. If Seller does not deliver this Section 2.4. (d) During the twenty (20) Business Day period following delivery of a Notice of ObjectionsDisagreement by the Buyer to the Seller, the Final Reconciliation parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Royalties and/or Seller Marketing Fees as specified therein. Any disputed items resolved in writing between the Seller and the Buyer within such twenty (20) Business Day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified in the Notice of Disagreement, the amounts so determined shall be final and binding on the parties hereto. for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such twenty (c20) If Business Day period, the Buyer and the Seller are unable to resolve any disagreements with respect to the Final Reconciliation within ninety (90) days of delivery to Buyer of the Notice of Objectionshall, then either Buyer or Seller may submit such disagreements for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Arbitrator”). Each of Buyer, on the one hand, and Seller, on the other hand, shall be permitted to present supporting documentation to the Accounting Arbitrator (which supporting documentation shall also be concurrently provided to the other party(ies)) within fifteen (15) days Business Days following such twenty (20) Business Day period, submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”) their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the appointment Royalties and the Seller Marketing Fees, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Accounting Arbitrator. Within fifteen (15) days of receipt of supporting documentationRoyalties and the Seller Marketing Fees, the receiving party(ies) may present responsive documentation to the Accounting Arbitrator (which responsive documentation shall also be concurrently provided to the other party(ies)). The Accounting Arbitrator shall only consider the documentation of the parties, and shall not conduct any independent review, in determining those items and amounts disputed by the parties. The Accounting Arbitrator shall select either the position of Buyer or Seller as a resolution for each item or amount disputed and may not impose an alternative resolution with respect to any item or amount disputed and must resolve the matter in accordance with the terms and provisions of this Agreement. The Accounting Arbitrator shall deliver to Buyer and Seller, as promptly as practicable and in any event within sixty (60) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The determination of the Accounting Arbitrator shall be final and binding on the parties heretofor all purposes hereunder. The Independent Accounting Firm shall consider only those items and amounts in the Seller’s and the Buyer’s respective calculations of the Royalties and the Seller Marketing Fees that are identified as being items and amounts to which the Seller and the Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be BDO USA, LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.8. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (e) The costs of any dispute resolution pursuant to Section 2.4, including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne equally by the Seller and the Buyer. The fees and disbursements of the Accounting Arbitrator Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by Buyer, on the one hand, and Seller, on the other hand, in such amount(s) as shall be determined by the Accounting Arbitrator based on the proportion that the aggregate number of disputed items submitted to the Accounting Arbitrator that is unsuccessfully disputed by Buyer, on the one hand, or Seller, on the other hand, as determined by the Accounting Arbitrator, bears to the total number of such disputed items so referred to the Accounting Arbitrator for resolutionparty. (di) The Seller will cause JCI and its Affiliates and (ii) the Buyer will, and will cause the Company, in each case, to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of JCI and the Company and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.4. (g) If the Royalties earned by the Seller or any of its Affiliates prior to the Closing Date exceed the amount set forth on of the Final Reconciliation Royalties collected by the Seller or any of its Affiliates as of the Closing Date, then with respect to Seller’s Royalties is greater than such Juicy Acquired Contract, the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Buyer shall pay remit the amount of the difference to the Seller out of Royalties actually collected by the Buyer (provided, that the Buyer shall use commercially reasonable efforts to collect such amounts) by check or wire transfer within the latest to occur of (i) ten (10) days of the Final Reconciliation, (ii) receipt by the Buyer of a final and binding determination of the amount of such Royalties pursuant to the terms of this Section 2.4, as applicable, or (iii) if such Royalties have not yet been collected by the Buyer, ten (10) days after the later date such Royalties are collected (if they are collected). If the Royalties collected by the Seller or any of its Affiliates as of the date Closing Date exceed the Royalties earned by the Seller or any of its Affiliates prior to the Final Reconciliation or the date that the Accounting Arbitrator has delivered its written report. (e) If the amount set forth on the Final Reconciliation Closing Date, with respect to Seller’s Royalties is less than such Juicy Acquired Contract, the aggregate amounts set forth with respect to Advances and Paid-Up Fees, then Seller shall pay remit the amount of the difference to the Buyer by check or wire transfer within the latest to occur of (i) ten (10) days after the later of the date of the Final Reconciliation and (ii) receipt by the Seller of a final and binding determination of the amount of such Royalties pursuant to the terms of this Section 2.4, as applicable. If the Seller Marketing Fees payable by the Seller or any of its Affiliates prior to the date that Closing Date exceed the Accounting Arbitrator has delivered amount of Seller Marketing Fees paid by the Seller or any of its written reportAffiliates as of the Closing Date, with respect to such Juicy Acquired Contract, the Seller shall remit the amount of the difference to the Buyer by check or wire transfer within the latest to occur of (i) ten (10) days of the Final Reconciliation and (ii) receipt by the Seller of a final and binding determination of the amount of such Seller Marketing Fees pursuant to the terms of this Section 2.4, as applicable. If the Seller Marketing Fees paid by Seller or any of its Affiliates as of the Closing Date exceed the Seller Marketing Fees payable by the Seller or any of its Affiliates prior to the Closing Date, with respect to such Juicy Acquired Contract, the Buyer shall remit the amount of the difference to the Seller by check or wire transfer within the latest to occur of (i) ten (10) days of the Final Reconciliation and (ii) receipt by the Buyer of a final and binding determination of the amount of such Royalties pursuant to the terms of this Section 2.4, as applicable.