STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Billxxxx xxx applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time Licensee %kill pay Disney all Royalties due on billxxxx xxxwn by such statements. To the extent that any Royalties are not paid, Licensee authorizes Disney to offset Royalties due against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee. B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form Disney provides to Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such forms. C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately: (1) F.O.B. In Sales; (2) F.O.B. Out Sales, (3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character); (4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character); (5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved); (6) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22 (7) sales of Articles to Disney or any of Disney's Affiliates; (8) sales of Articles to Licensee's or Disney's employees; (9) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove, (10) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement. D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement. E. Licensee's statements and payments, including all Royalties, shall be delivered to Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following address: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
Appears in 2 contracts
Samples: License Agreement (Hedstrom Holdings Inc), License Agreement (Ero Marketing Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such formsforms separately for each Property licensed hereunder, including but not limited to, the name of the subject Property, the quantities, Net Invoiced Billxxxx xxx Billings (reported in U.S. Dollars and, if the Territory includes any country other than the U.S., Net Invoiced Billings also should be reported in the currency invoiced to customers) and applicable Royalty rate(s) of Articles using Intellectual Property from such Property invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period, as well as sales forecasts (if requested), and the country of sale. At the same time Licensee %kill will pay Disney all Royalties not reduced by any VAT (if applicable) due on billxxxx xxxwn billings shown by such statements. All monies owed to Disney xxxxx xx sent to the address identified in Paragraph 21.D., or, if requested by Disney, by electronic transfer to such account as Disney may designate. To the extent that any Royalties monies owed to Disney under this Agreement are not paid, Licensee authorizes Disney to offset Royalties any amount(s) which is due at any time against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee. All payments are to be made in U.S. Dollars. In the event that an exchange rate is necessary, Licensee shall use the official buying rate of exchange as published in the Wall Street Journal, New York Edition, on the last business day of the applicable Royalty Payment Period, and Licensee shall identify such exchange rate on the Royalty reporting forms.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides (including, for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, or to make payments by electronic transfer, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS.
C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(6) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22
(7) sales of Articles to Disney or any of Disney's Affiliates;
(8) sales of Articles to Licensee's or Disney's employees;
(9) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove,
(10) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. D. Licensee's statements and payments, including all Royalties, shall be wire transferred to [ ]; or delivered to Wachovia South Metro Centersuch address as Disney designates; currently, DEI AccountDisney designates the following address: Disney Enterprises, P.O. Xxx 000000Inc., Xxxxxxx[ ] Los Angeles, Xxxxxxx 00000California 90074-5988. X copy of each If Licensee wire transferx xxxxxxxx, xxxxxxxxx Xxxxxxxxx, Xicensee shall send the corresponding statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Divisionforegoing address. If Licensee wishes to send statements and payments by overnight courier, please use the following addresscurrent address is: Wachovia South Metro CenterBank of America Lockbox Services, DEI Account[ ], 3585 Xxxxxxx XxxxxxGround Level, Xxxxxxxxx1000 W. Temple Street, XX 00000Los Angeles, Xxtention Peggx Xxxxxx, Xxference Lock box 101947California 90012. However, Advances should Xxxxxxxx xxxxxx be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx XxxxxxSouth Buena Vista Street, XxxxxxxBurbank, Xxxxxxxxxx 00000California 91521-00006835, xx the attention of the Contract Administrator or Legal Departmentxxx xxxxxxxxx xx xxx Xxxxxxxx Xxxxxxxxxxxxx xx Xxxxx Xxxartment, Consumer Products Division. Acceptance of any payment from Licensee, whether by wire transfer or otherwise, is not a waiver of any rights on the part of Disney.
E. From time to time, upon request by Disney, Licensee shall furnish to Disney's Credit Department, no later than seven days after such request, such financial reports, including balance sheets, statements of income and cash flows, as Disney deems necessary to evaluate Licensee's ongoing creditworthiness and ability to perform this Agreement.
Appears in 1 contract
Samples: License Agreement (First Years Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Billxxxx xxx Bxxxxxxx and applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time Licensee %kill pay Disney all Royalties due on billxxxx xxxwn bxxxxxxx shown by such statements. To the extent that any Royalties are not paid, Licensee authorizes Disney to offset Royalties due against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form Disney provides to Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such forms.
C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
; (2) F.O.B. Out Sales,
, (3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(6) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22
(7) sales of Articles to Disney or any of Disney's Affiliates;
(8) sales of Articles to Licensee's or Disney's employees;
(9) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove,
(10) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Licensee's statements and payments, including all Royalties, shall be delivered to Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following address: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
Appears in 1 contract
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Billxxxx xxx applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time Licensee %kill will pay Disney all Royalties and CMF payments (if applicable) due on billxxxx xxxwn by such statements. To the extent that any Royalties or CMF payments are not paid, Licensee authorizes Disney to offset Royalties and/or CMF payments due against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides (including, for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format. Upon at least six (6) months' notice from Disney, the Royalty Payment Period may be changed from quarterly to monthly, unless this Agreement already provides for a monthly Royalty Payment Period.
C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,;
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(64) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22in such cases, Licensee need only report the sales on the statements, because double royalties are not owed to Disney on these sales;
(75) sales of Articles to Disney or any of Disney's Affiliates;
(8) 6) sales of Articles to Licensee's or Disney's employees;
(97) sales of Articles under any brand or program property identified in Subparagraph Paragraph 1.B. hereinabove,;
(10) 8) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Licensee's statements and payments, including all Royalties, shall be delivered to Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following address: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
F. Insofar as is necessary to provide for full performance of this Agreement, including but not limited to, proper payment of Royalties, Licensee represents and warrants that it will take all required steps to ensure that its information systems, including, without limitation, all its proprietary and all third party hardware and software, process dates correctly prior to, during and after the calendar year 2000 ("Year 2000 Compliance"). Year 2000 Compliance shall include, without limitation, correct century recognition, calculations that properly accommodate same century and multi-century formulas and date values, and interface values that reflect the appropriate century. Necessary steps to ensure Year 2000 Compliance shall include, without limitation, analysis of all components of Licensee's information systems and, as necessary, development, installation and testing of software fixes, patches and updates. Licensee represents and warrants that its information systems will be Year 2000 Compliant by September 30, 1999. Such representation and warranty is a material term of this Agreement. Upon a breach by Licensee of its obligation under this paragraph, Disney shall be entitled to terminate this Agreement in accordance with the provisions for termination set forth herein.
Appears in 1 contract
Samples: License Agreement (First Years Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such formsforms separately for each Property licensed hereunder, including but not limited to, the name of the subject Property, the quantities, Net Invoiced Billxxxx xxx Billings (reported in U.S. Dollars and, if the Territory includes any country other than the U.S., Net Invoiced Billings also should be reported in the currency invoiced to customers) and applicable Royalty rate(s) of Articles using Licensed Material from such Property invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period, as well as sales forecasts (if requested), and the country of sale. At the same time Licensee %kill will pay Disney all Royalties plus VAT (if applicable) due on billxxxx xxxwn by such statements. All monies owed to Disney shall be sent to the address identified in Paragraph 20.E., or, if requested by Disney, by electronic transfer to such account as Disney may designate. To the extent that any Royalties monies owed to Disney under this Agreement are not paid, Licensee authorizes Disney to offset Royalties any amount(s) which is due at any time against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee. All payments are to be made in U.S. Dollars. In the event that an exchange rate is necessary, Licensee shall use the official buying rate of exchange as published in the Wall Street Journal, New York Edition, on the last business day of the applicable Royalty Payment Period, and Licensee shall identify such exchange rate on the Royalty reporting forms.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides (including, for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, or to make payments by electronic transfer, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format. Upon at least six (6) months' notice from Disney, the Royalty 25 The First Years, Inc. CONSUMER PRODUCTS LICENSE - DISNEY PROPERTIES Agreement dated August 1, 2000 Page 25 Payment Period may be changed from quarterly to monthly, unless this Agreement already provides for a monthly Royalty Payment Period.
C. In addition to the other information requested by the statement forms, and any special requirements stated in the applicable Schedule for any Property licensed hereunder, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,;
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(64) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22in such cases, Licensee need only report the sales on the statements, because double royalties are not owed to Disney on these sales;
(75) sales of Articles to Disney or any of Disney's Affiliates;
(8) 6) sales of Articles to Licensee's or Disney's employees;
(97) sales of Articles under any designating the Licensed Material used from each brand or program property, motion picture, television series and other Property identified in Subparagraph Paragraph 1.B. hereinabove,hereinabove or in any Schedule attached hereto;
(10) 8) sales of Articles to or for distribution through any mail order catalogs and any Etailers approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Licensee's statements and payments, including all Royalties, shall be delivered to such address as Disney designates; currently, such address is: Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 26 The First Years, Inc. CONSUMER PRODUCTS LICENSE - DISNEY PROPERTIES Agreement dated August 1, 2000 Page 26 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following addresscurrent address is: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
F. From time to time, upon request by Disney, Licensee shall furnish to Disney's Credit Department, no later than seven days after such request, such financial reports, including balance sheets, statements of income and cash flows, as Disney deems necessary to evaluate Licensee's ongoing creditworthiness and ability to perform this Agreement.
Appears in 1 contract
Samples: License Agreement (First Years Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such formsforms separately for each Property licensed hereunder, including but not limited to, the name of the subject Property, the quantities, Net Invoiced Billxxxx xxx Billings (reported in U.S. Dollars and, if the Territory includes any country other than the U.S., Net Invoiced Billings also should be reported in the currency invoiced to customers) and applicable Royalty rate(s) of Articles using Intellectual Property from such Property invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period, as well as sales forecasts (if requested), and the country of sale. At the same time Licensee %kill will pay Disney all Royalties not reduced by any VAT (if applicable) due on billxxxx xxxwn billings shown by such statements. All monies owed to Disxxx xxxxl be sent to the address identified in Paragraph 21.D., or, if requested by Disney, by electronic transfer to such account as Disney may designate. To the extent that any Royalties monies owed to Disney under this Agreement are not paid, Licensee authorizes Disney to offset Royalties any amount(s) which is due at any time against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee. All payments are to be made in U.S. Dollars. In the event that an exchange rate is necessary, Licensee shall use the official buying rate of exchange as published in the Wall Street Journal, New York Edition, on the last business day of the applicable Royalty Payment Period, and Licensee shall identify such exchange rate on the Royalty reporting forms.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides (including, for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, or to make payments by electronic transfer, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS.
C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(6) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22
(7) sales of Articles to Disney or any of Disney's Affiliates;
(8) sales of Articles to Licensee's or Disney's employees;
(9) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove,
(10) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. D. Licensee's statements and payments, including all Royalties, shall be wire transferred to [ ]; or delivered to Wachovia South Metro Centersuch address as Disney designates; currently, DEI AccountDisney designates the following address: Disney Enterprises, P.O. Xxx 000000Inc., Xxxxxxx[ ] Los Angeles, Xxxxxxx 00000California 90074-5988. X copy of each If Licensee wire tranxxxxx xxxxxxxx, xxxxxxxxx Xxxxxxxxs, Licensee shall send the corresponding statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Divisionforegoing address. If Licensee wishes to send statements and payments by overnight courier, please use the following addresscurrent address is: Wachovia South Metro CenterBank of America Lockbox Services, DEI Account[ ], 3585 Xxxxxxx XxxxxxGround Level, Xxxxxxxxx1000 W. Temple Street, XX 00000Los Angeles, Xxtention Peggx XxxxxxCalifornia 90012. Howxxxx, Xxference Lock box 101947. However, Advances Xxxxxxxx should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx XxxxxxSouth Buena Vista Street, XxxxxxxBurbank, Xxxxxxxxxx 00000California 91521-00006000, xx the attention of the Contract Administrator or Legal xxx xxxxxxxxx xx xxx Xxxxxxxx Xxxxxxxxxxxxx xx Xxxxx Department, Consumer Products Division. Acceptance of any payment from Licensee, whether by wire transfer or otherwise, is not a waiver of any rights on the part of Disney.
E. From time to time, upon request by Disney, Licensee shall furnish to Disney's Credit Department, no later than seven days after such request, such financial reports, including balance sheets, statements of income and cash flows, as Disney deems necessary to evaluate Licensee's ongoing creditworthiness and ability to perform this Agreement.
Appears in 1 contract
Samples: License Agreement (First Years Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such formsforms separately for each Property licensed hereunder, including but not limited to, the name of the subject Property, the quantities, Net Invoiced Billxxxx xxx applicable Royalty rate(s) of Articles using Licensed Material from such Property invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time Licensee %kill will pay Disney all Royalties and CMF payments (if applicable) due on billxxxx xxxwn by such statements. To the extent that any Royalties or CMF payments are not paid, Licensee authorizes Disney to offset Royalties and/or CMF payments due against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides to Licensee (including for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format.
C. In addition to the other information requested by the statement forms, and any special requirements stated in the applicable Schedule for any Property licensed hereunder, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,;
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (separately reported by SKU and character);
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(64) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22
in such cases, Licensee needs only report the sales on the statements, because double royalties are not owed to Disney on these sales; 24 (75) sales of Articles to Disney or any of Disney's Affiliates;
(8) sales of Articles to Licensee's or Disney's employees;
(9) sales of Articles under any brand or program identified in Subparagraph 1.B. hereinabove,
(10) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Licensee's statements and payments, including all Royalties, shall be delivered to Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following address: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
Appears in 1 contract
Samples: License Agreement (Crown Crafts Inc)
STATEMENTS AND PAYMENTS OF ROYALTIES. A. Licensee agrees to furnish to Disney by the 30th 25th day after each Royalty Payment Period full and accurate statements on statement forms Disney 21 designates for Licensee's use, showing all information requested by such forms, including but not limited to, the quantities, Net Invoiced Billxxxx xxx applicable Royalty rate(s) of Articles invoiced during the preceding Royalty Payment Period, and the quantities and invoice value of Articles returned for credit or refund in such period. At the same time Licensee %kill will pay Disney all Royalties and CMF payments (if applicable) due on billxxxx xxxwn shown by such statements. To the extent that any Royalties or CMF payments are not paid, Licensee authorizes Disney to offset Royalties and/or CMF payments due against any sums which Disney or any of Disney's Affiliates may owe to Licensee or any of Licensee's Affiliates. No deduction or withholding from Royalties payable to Disney shall be made by reason of any tax. Any applicable tax on the manufacture, distribution and sale of the Articles shall be borne by Licensee.
B. The statement forms Disney designates for Licensee's use may be changed from time to time, and Licensee agrees to use the most current form designated by Disney provides (including, for example, forms to be sent by electronic transmission). If it is necessary for Licensee to adapt its system to be able to report statements by electronic transmission, all costs of such adaptation shall be borne entirely by Licensee. Licensee agrees to fully comply with all instructions supplied by Disney for completing such any reporting forms, or adhering to any required format. Upon at least six (6) months' notice from Disney, the Royalty Payment Period may be changed from quarterly to monthly, unless this Agreement already provides for a monthly Royalty Payment Period.
C. In addition to the other information requested by the statement forms, Licensee's statement shall with respect to all Articles report separately:
(1) F.O.B. In Sales;
(2) F.O.B. Out Sales,;
(3) if licensed hereunder, sales of Articles using Licensed Material consisting of animated characters (Licensee shall report all information required under the Agreement separately reported by SKU and character)individual Disney Classics Property;
(4) if licensed hereunder, sales of Articles using Licensed Material consisting of live action characters from the motion picture referenced in Subparagraph 1.B. (separately reported by SKU and character);
(5) sales of Articles outside the Territory pursuant to a distribution permission (indicating the country involved);
(65) Licensee's sales of Articles to any of Disney's licensees or Disney's Affiliates' licensees who are licensed to sell the Articles, and who are reselling such Articles and paying Disney royalties on such resales; 22in such cases, Licensee need only report the sales on the statements, because double royalties are not owed to Disney on these sales;
(76) sales of Articles to Disney or any of Disney's Affiliates;
(8) 7) sales of Articles to Licensee's or Disney's employees;
(9) 8) sales of Articles under any brand or program property identified in Subparagraph Paragraph 1.B. hereinabove,;
(109) sales of Articles to or for distribution through any mail order catalogs approved under this Agreement.
D. Sales of items licensed under contracts with Disney other than this Agreement shall not be reported on the same statement as sales of Articles under this Agreement.
E. Licensee's statements and payments, including all Royalties, shall be delivered to Wachovia South Metro Center, DEI Account, P.O. Xxx 000000, Xxxxxxx, Xxxxxxx 00000. X copy of each statement must be sent to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator, Consumer Products Division. If Licensee wishes to send statements and payments by overnight courier, please use the following address: Wachovia South Metro Center, DEI Account, 3585 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Xxtention Peggx Xxxxxx, Xxference Lock box 101947. However, Advances should be mailed directly to Disney at 500 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, xx the attention of the Contract Administrator or Legal Department, Consumer Products Division.
F. Insofar as is necessary to provide for full performance of this Agreement, including but not limited to, proper payment of Royalties, Licensee represents and warrants that it will take all required steps to ensure that its information systems, including, without limitation, all its proprietary and all third party hardware and software, process dates correctly prior to, during and after the calendar year 2000 ("Year 2000 Compliance"). Year 2000 Compliance shall include, without limitation, correct century recognition, calculations that properly accommodate same century and multi-century The First Years, Inc. Disney Classics Agreement dated November 16, 1998 Page 28 formulas and date values, and interface values that reflect the appropriate century. Necessary steps to ensure Year 2000 Compliance shall include, without limitation, analysis of all components of Licensee's information systems and, as necessary, development, installation and testing of software fixes, patches, and updates. Licensee represents and warrants that its information systems will be Year 2000 Compliant by September 30, 1999. Such representation and warranty is a material term of this Agreement. Upon a breach by Licensee of its obligation under this paragraph, Disney shall be entitled to terminate this Agreement in accordance with the provisions for termination set forth herein.
Appears in 1 contract
Samples: License Agreement (First Years Inc)
