THE SUBLICENSOR AND SUBLICENSEE.
7.2
SUBLICENSEE'S OBLIGATION TO PAY THE EARNED
ROYALTIES AND THE CANADIAN EARNED ROYALTIES SHALL ACCRUE IMMEDIATELY AND SHALL
BE REPORTED AND PAID QUARTERLY.
Article VIII -
Revenue Reports and Record Keeping; Right to Inspect
8.1
SUBLICENSEE SHALL RENDER TO SUBLICENSOR, ON
OR BEFORE THIRTY (30) DAYS FOLLOWING EACH CALENDAR QUARTER, COMPLETE AND
ACCURATE STATEMENTS, CERTIFIED BY THE CHIEF FINANCIAL OFFICER, CONTROLLER OR AN
INDEPENDENT PUBLIC ACCOUNTANT SELECTED BY SUBLICENSEE AS ACCURATE, SHOWING GROSS
ROOM REVENUES OF EACH FACILITIES AND THE TOTAL COMBINED GROSS ROOM REVENUES OF
ALL FACILITIES FOR THE PRECEDING QUARTER.
FOR THIS PURPOSE, SUBLICENSEE SHALL
USE A FORM OF STATEMENT ACCEPTABLE TO SUBLICENSOR.
SUCH STATEMENT SHALL BE
FURNISHED TO SUBLICENSOR WHETHER OR NOT ANY GROSS ROOM REVENUES WERE EARNED IN
THE PRECEDING QUARTER.
ALONG WITH SAID STATEMENT, SUBLICENSEE SHALL REMIT TO
SUBLICENSOR THE EARNED ROYALTIES AND CANADIAN EARNED ROYALTIES DUE FOR SUCH
QUARTER, AS SET FORTH IN ARTICLE VII ABOVE.
8.2
SUBLICENSEE SHALL KEEP ACCURATE BOOKS OF
ACCOUNT AND RECORDS COVERING ALL TRANSACTIONS HEREUNDER, AND, UPON SUBLICENSOR'S
REQUEST, SHALL PROVIDE TO SUBLICENSOR, A REPORT ONCE ANNUALLY, SETTING FORTH THE
INFORMATION IN SUBLICENSOR'S QUARTERLY REPORTS IN A DETAILED AND ACCURATE
MANNER, WHICH SHALL MEET SUBLICENSOR'S REASONABLE SATISFACTION.
UPON
SUBLICENSOR'S REQUEST, SUBLICENSEE SHALL PROVIDE SAID BOOKS OF ACCOUNT AND
RECORDS AND ALL OTHER ACCOUNTS, DOCUMENTS, MATERIALS AND INVENTORY IN THE
POSSESSION OR UNDER THE CONTROL OF SUBLICENSEE WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT TO SUBLICENSOR AT SUBLICENSOR'S PLACE OF BUSINESS FOR
EXAMINATION PURPOSES AND FOR THE PURPOSE OF
12
MAKING ANY COPIES AND/OR EXTRACTS.
ALL SUCH BOOKS OF ACCOUNT AND RECORDS SHALL
BE KEPT AVAILABLE FOR AT LEAST THREE YEARS AFTER THE EXPIRATION OR TERMINATION
OF THIS AGREEMENT.
Article IX -
Termination for Insolvency or Bankruptcy of Sublicensee
9.1
IF SUBLICENSEE FILES A PETITION IN
BANKRUPTCY, OR BY EQUIVALENT PROCEEDING IS ADJUDICATED A BANKRUPT, OR A PETITION
IN BANKRUPTCY IS FILED AGAINST SUBLICENSEE, OR IF SUBLICENSEE BECOMES INSOLVENT
OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR ANY ARRANGEMENT PURSUANT
TO ANY BANKRUPTCY LAW, OR IF SUBLICENSEE DISCONTINUES ITS BUSINESS OR IF A
RECEIVER IS APPOINTED FOR SUBLICENSEE, THIS AGREEMENT AND THE LICENSE HEREBY
GRANTED SHALL AUTOMATICALLY TERMINATE WITHOUT ANY NOTICE, TO THE EXTENT ALLOWED
BY APPLICABLE LAW.
IN THE EVENT THIS AGREEMENT AND THE LICENSE GRANTED HEREIN
ARE SO TERMINATED, SUBLICENSEE, ITS RECEIVERS, REPRESENTATIVES, TRUSTEES,
AGENTS, ADMINISTRATORS, SUCCESSORS AND/OR ASSIGNS, SHALL HAVE NO RIGHT TO SELL,
EXPLOIT OR IN ANY WAY DEAL WITH OR IN ANY OF THE LICENSED SERVICES COVERED BY
THIS AGREEMENT OR USE ANY BUSINESS MATERIALS, ADVERTISING MATERIALS OR OTHER
ITEMS BEARING THE TRADEMARKS EXCEPT WITH AND UNDER THE SPECIAL CONSENT AND
INSTRUCTION OF SUBLICENSOR, WITH SUCH CONSENT AND INSTRUCTION TO BE IN WRITTEN
FORM.
9.2
THE NON-ASSUMPTION OF THIS AGREEMENT BY A
TRUSTEE PRESIDING OVER A BANKRUPTCY PROCEEDING PURSUANT TO ANY BANKRUPTCY LAW
WHERE THE SUBLICENSEE IS NAMED AS A DEBTOR IN SAID PROCEEDINGS SHALL OPERATE TO
AUTOMATICALLY TERMINATE THIS AGREEMENT AND THE LICENSE HEREBY GRANTED,