Common use of Sales Reports and Records Clause in Contracts

Sales Reports and Records. 3.1 On or before the 15th day of the month follmving each calendar month during the Term, Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales signed by Tenant (said statement may be in the form of Tenant's State Sales/Use Tax Fonn, if applicable) for the preceding calendar month, which statement shall be used to determine the Percentage Rent and shall be accompanied with the Percentage Rent payment. In addition, within thirty (30) days after the expiration of each Lease Year, Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales during such Lease Year certified to be correct by Tenant, and if requested by Landlord, an independent Certified Public A.ccountant, v!hich . statement shall be accompanied with a check for any additional Percentage R-Ont payment. 3.2 Tenant shall keep, and shall cause each licensee or concessionaire ofTenant to keep, in the Premises or at some other location approved by Landlord in Ylfiting, an accurate set o(books reflecting Tenant's Gross Sales and shall preserve all cash register tapes (including tapes from temporary registers), serially numbered sales slips, order records, the original of all mail orders at arid to the Premises, records of transactions v.ith concessionaires and licensees, shipping records, records of merchandise returned, federal, state and city tax returns, banking records and such other records as may be needed for m1 effective audit of Tenant's Gross Sales. Such records shall be sealed in a mmmer reasonably approved by Landlord and shall be retained for a period of at least thi six (36) months after the end of the Lease Year to which they relate, or if Lm1dlord shall have begun a special audit in accordance with Section 3.3, for such longer period as may be required to complete such special audit. f,.11 such books and records shall be su ect to inspection and audit by Landlord at all reasonable times. 3.3 Landlord shall have the right to have auditors of Landlord's choice make a special audit of all books and records, wherever located, pertaining to Tenant's Gross Sales. If Tenm1t1s Gross Sales, as so detemrined, exceed the figures submitted by Tenant by more than two percent (2%), or contain any willful inaccuracies, then Tenant shall pay the cost of such audit; and if such deficiency exceeds five percent (5%) Landlord shall have the option, exercisable within ninety (90) days follmving any such determination, to tenninate this Lease upon th (30) days notice to Tenant. Tenant shall promptly pay to Landlord any deficiency in Percentage Rent and Landlord shall promptly credit Tenant ·.vith any overpayment in Percentage Rent, as the case may be, which is established by such special audit. The acceptance by Landlord of payments ofPercentage R-0nt shall be \Vithout prejudice to Landlord's right to Tenant's books and records.

Sales Reports and Records. 3.1 On or before By the 15th 20th day of the month follmving each calendar month January, April, July and October during the TermTerm (starting April 20, 2016), Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales signed by Tenant (said statement may be in the form of Tenant's State Sales/Use Tax Fonn, if applicable) for the preceding calendar monthquarter and for the calendar year to date, which certified by the chief financial officer of Tenant’s manager to be accurate, such statement shall be used to determine the Percentage Rent and shall be accompanied with the Percentage Rent paymentreflect total Gross Sales. In addition, within thirty (30) Within 90 days after the expiration of each Lease Yearcalendar year and within 60 days after termination of this Lease, Tenant shall prepare and deliver to Landlord a like statement of Tenant's Gross Sales during such Lease Year for the preceding calendar year (or partial calendar year), certified to be correct by the chief financial officer of Tenant’s manager, and if requested by Landlord, an independent Certified Public A.ccountant, v!hich shall pay to Landlord any Percentage Rent due for such calendar year to the extent not already paid. statement All such statements shall be in such form and shall be accompanied with a check by such supporting information as Landlord may reasonably require. If any such statement discloses an error in the calculation of the Percentage Rent for any additional Percentage R-Ont payment. 3.2 period, an appropriate adjustment shall be made. Tenant shall keep, and shall cause each licensee record all receipts from sales or concessionaire ofTenant other transactions in such a manner to keep, in enable the Premises or at some other location approved by Landlord in Ylfiting, an accurate set o(books reflecting Tenant's proper computation of Gross Sales and Percentage Rent hereunder. Tenant shall preserve all cash register tapes (including tapes from temporary registers), serially numbered sales slips, order records, keep at the original Property or at Tenant’s principal office within the United States a complete and accurate set of all mail orders at arid to the Premises, books and records of transactions v.ith concessionaires Gross Sales and licensees, shipping records, all supporting records of merchandise returned, federal, state and city tax returns, banking records and such other records as may be needed for m1 effective audit of Tenant's Gross Sales. Such records which shall be sealed in a mmmer reasonably approved by Landlord and shall be retained preserved for a period of at least thi six (36) 36 months after the end of the Lease Year calendar year to which they relate, or and if Lm1dlord Landlord shall have begun a special inspect, copy and/or audit in accordance with Section 3.3, Tenant’s statements for such longer period calendar year, such books, records and evidence shall continue to be preserved until such inspection and/or audit has been concluded. Landlord and its agents may, at any reasonable time, inspect, copy and/or audit any or all of Tenant’s books and accounts, documents, records, sales tax returns, papers and files, which shall in any manner relate to Gross Sales, and at Landlord’s request, Tenant shall make all such data available for such examination at such reasonable times as Landlord shall specify. If it is determined by any such audit that any statement previously delivered to Landlord by Tenant was not accurate, an adjustment shall be made, and one party shall pay to the other party upon demand such sums as may be required to complete such special audit. f,.11 such books and records shall be su ect to inspection and audit by Landlord at all reasonable times. 3.3 Landlord necessary so that the correct amount of Percentage Rent shall have the right been paid by Tenant to have auditors of Landlord's choice make a special audit of all books and records, wherever located, pertaining to Tenant's Gross Sales. If Tenm1t1s any Gross Sales, as so detemrined, exceed Sales statements are not submitted by Tenant or if the statements submitted are found to be incorrect to an extent of more than three percent (3%) over the figures submitted by Tenant by more than two percent (2%)Tenant, or contain any willful inaccuracies, then Tenant shall pay the cost of such audit; and if such deficiency exceeds five percent (5%) Landlord shall have the option, exercisable within ninety (90) days follmving any such determination, to tenninate this Lease upon th (30) days notice to Tenant. Tenant shall promptly pay to Landlord any deficiency in Percentage Rent and Landlord shall promptly credit Tenant ·.vith any overpayment in Percentage Rent, as the case may be, which is established by such special audit. The acceptance by Landlord of payments ofPercentage R-0nt shall be \Vithout prejudice to for Landlord's right to Tenant's books and records’s inspection or audit on demand.

Sales Reports and Records. 3.1 On or before 5.1 By the 15th fifteenth (15th) day of the each month follmving each calendar month during the Term, Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales signed by Tenant (said statement may be in the form of Tenant's State Sales/Use Tax Fonn, if applicable) for the preceding calendar monthmonth and for the Lease Year (or Stub Period) to date, which certified by Tenant to be accurate; such statement shall be used to determine reflect total Gross Sales, Gross Sales per leasable square foot of area in the Percentage Rent Premises, and shall be accompanied with whether the Percentage Rent paymentBreakpoint (or Stub Period Breakpoint) has been reached or exceeded. In addition, within thirty Within sixty (3060) days after the expiration of each Lease YearYear and within sixty (60) days after termination of this Lease, Tenant shall prepare and deliver to Landlord a like statement of Tenant's Gross Sales during such for the preceding Lease Year (or Stub Period), certified to be correct by Tenant. Tenant shall furnish similar statements for any licensees, concessionaries and if requested by Landlord, an independent Certified Public A.ccountant, v!hich subtenants. statement All such statements shall be in such form and shall be accompanied with a check by such supporting information as Landlord may reasonably require. If any such statement discloses an error in the calculation of the Percentage Rental for any additional Percentage R-Ont paymentperiod, an appropriate adjustment shall be made. If Tenant fails to timely furnish any Gross Sales statement when due and such statement has not been delivered within 10 days after written notice from Landlord, Landlord may charge a fee of Twenty Five Dollars ($25.00) per day until the required statement is furnished, from and after the date on which such statement was due. 3.2 5.2 Tenant shall keep, and shall cause each licensee or concessionaire ofTenant to keep, in keep at the Premises or at some other location approved by Landlord in Ylfiting, an Tenant's principal office within the United States a complete and accurate set o(books reflecting Tenant's of books and records of Gross Sales and shall preserve Net Cash Flow and all supporting records such as tax reports, banking records, cash register tapes (including tapes from temporary registers)tapes, serially numbered sales slips, order slips and other sales records, the original of all mail orders at arid to the Premises, records of transactions v.ith concessionaires and licensees, shipping records, records of merchandise returned, federal, state and city tax returns, banking records and such other records as may be needed for m1 effective audit of Tenant's Gross Sales. Such records which shall be sealed in a mmmer reasonably approved by Landlord and shall be retained preserved for a period of at least thi thirty-six (36) months after the end of the Lease Year to which they relate, or if Lm1dlord shall have begun a special audit in accordance with Section 3.3, for such longer period as may be required to complete such special audit. f,.11 such books and records shall be su ect subject to inspection and audit by Landlord and its agents at all reasonable times. 3.3 Landlord shall have the right to have auditors of Landlord's choice make a special audit of all books and records, wherever located, pertaining to Tenant's Gross Salestimes after reasonable prior notice. If Tenm1t1s any Gross SalesSales or Net Cash Flow statements are not submitted by Tenant or if the statements submitted are found to be incorrect, as so detemrinedTenant shall promptly pay Landlord any deficiency owed, exceed and if the statements submitted are found to be incorrect to an extent of more than 5% over the figures submitted by Tenant by more than two percent (2%)Tenant, or contain any willful inaccuracies, then Tenant shall pay the cost of such audit; and if such deficiency exceeds five percent (5%) Landlord shall have the option, exercisable within ninety (90) days follmving any such determination, to tenninate this Lease upon th (30) days notice to Tenant. Tenant shall promptly pay to Landlord any deficiency in Percentage Rent and Landlord shall promptly credit Tenant ·.vith any overpayment in Percentage Rent, as the case may be, which is established by such special audit. The acceptance by Landlord of payments ofPercentage R-0nt shall be \Vithout prejudice to for Landlord's right to Tenant's books and recordsreasonable inspection or audit costs on demand.

Sales Reports and Records. 3.1 On or before the 15th day of the month follmving each calendar month during the Term1. Every six months, Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales signed by Tenant (said statement may be in the form of Tenant's State Sales/Sales Use Tax Fonn, Form if applicable) for during the preceding calendar month, which statement shall be used to determine the Percentage Rent and shall be accompanied with the Percentage Rent payment. In addition, within thirty sixty (3060) days after the expiration of each the Lease Year, Tenant shall prepare and deliver to Landlord a statement of Tenant's Gross Sales during such Lease Year certified to be correct by Tenanta Certified Public Accountant, and if requested required by Landlord, an independent Certified Public A.ccountant, v!hich . statement shall be accompanied with a check for any additional Percentage R-Ont payment. 3.2 2. Tenant shall keep, keep and shall cause each licensee or concessionaire ofTenant of Tenant to keep, keep in the Premises or at some other location approved by Landlord in Ylfitingacceptable to Landlord, an accurate set o(books of books reflecting Tenant's Gross Sales and with respect thereto shall preserve all cash register tapes (including tapes from temporary registers)tapes, serially numbered sales slips, order records, the original of all mail orders at arid to the Premises, records of transactions v.ith with concessionaires and licensees, shipping ,records, records of merchandise returned, federal, federal state and city tax returns, banking records and other such other records as may be needed for m1 an effective audit of Tenant's Gross Sales. Such All such books and records shall be sealed in a mmmer reasonably approved by Landlord and shall be retained for a period of at least thi six twenty-four (3624) months after the end of the Lease Year to which they relate, or if Lm1dlord Landlord shall have begun a special audit in accordance with Section 3.34.3, for such longer period as may be required to complete such special audit. f,.11 All such books and records shall be su ect subject to inspection and audit by Landlord at all reasonable times. 3.3 3. If Landlord is not satisfied with the statement of Tenant's Gross Sales as submitted by Tenant, Landlord shall have the right to have auditors of Landlord's choice make a special audit of all books and records, wherever located, pertaining to Tenant's Gross Sales. If Tenm1t1s Tenant's Gross Sales, as so detemrineddetermined by special audit, exceed the figures submitted by Tenant Tenant; by more than two three percent (23%), or contain any willful inaccuracies, then then: (a) Tenant shall pay the cost of such audit; otherwise the cost of such audit shall be borne by Landlord, and if such deficiency exceeds five percent (5%b) Landlord shall have the option, exercisable within ninety (90) days follmving any following such determination, to tenninate terminate this Lease upon th thirty (30) days notice to Tenant. Tenant shall promptly pay refund to Landlord any deficiency in Percentage Rent and Landlord shall promptly credit Tenant ·.vith any overpayment in Percentage Rentpercentage rent, as the case may be, which is established by such special audit. The acceptance by Landlord of payments ofPercentage R-0nt shall be \Vithout prejudice to Landlord's right to Tenant's books and records.