EXPANDING
THE RIGHTS AND LICENSES GRANTED UNDER THIS AGREEMENT, THE PARTIES ACKNOWLEDGE
AND AGREE THAT (A) THE RIGHTS AND LICENSES GRANTED UNDER THIS AGREEMENT TO USE
THE LLC MARKS AND REGAL MARKS PERMIT THE USE OF THE REGAL MARKS IN COMBINATION
OR CONNECTION WITH THE LLC MARKS, (B) THE USE OF THE REGAL MARKS IN COMBINATION
OR CONNECTION WITH THE LLC MARKS, WHETHER IN THE BRAND, POLICY TRAILER, BRANDED
SLOTS, MARKETING MATERIALS OR OTHERWISE IN CONNECTION WITH THE PARTICIPATION IN
OR DELIVERY OF THE SERVICE, WILL NOT BE DEEMED TO CREATE A COMPOSITE OR
COMBINATION MARK CONSISTING OF THE REGAL MARKS AND THE LLC MARKS, BUT INSTEAD
WILL BE DEEMED TO CREATE AND WILL BE TREATED BY THE PARTIES AS CREATING A
SIMULTANEOUS USE OF THE LLC MARKS AND REGAL MARKS AS MULTIPLE SEPARATE AND
DISTINCT TRADEMARKS OR SERVICE MARKS, (C) NEITHER PARTY WILL CLAIM OR ASSERT ANY
RIGHTS IN A COMPOSITE MARK CONSISTING OF ELEMENTS OF THE LLC MARKS AND REGAL
MARKS, AND (D) ALL USE OF THE REGAL MARKS AND THE LLC MARKS UNDER THIS AGREEMENT
WILL BE SUBJECT TO THE PROVISIONS REGARDING THE USE AND OWNERSHIP OF THE REGAL
MARKS AND LLC MARKS CONTAINED IN THIS AGREEMENT.
ARTICLE 8
FEES
SECTION 8.01
PAYMENT.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT
(E.G., PAYMENT OF THE THEATRE ACCESS FEES PURSUANT TO SECTION 2.05(B)), ALL
AMOUNTS DUE BY ONE PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL BE PAID IN FULL
WITHIN THIRTY (30) DAYS AFTER THE RECEIPT BY THE PAYING PARTY OF AN INVOICE
THEREFOR.
EACH PARTY AGREES THAT INVOICES FOR AMOUNTS PAYABLE BY THE OTHER
PARTY WILL NOT BE ISSUED UNTIL THE EVENT TRIGGERING SUCH PAYMENT OBLIGATION HAS
OCCURRED, OR THE CONDITION TRIGGERING SUCH PAYMENT OBLIGATION HAS BEEN
SATISFIED, AS APPLICABLE.
SECTION 8.02
AUDIT.
EACH PARTY SHALL KEEP AND MAINTAIN ACCURATE BOOKS
AND RECORDS OF ALL MATTERS RELATING TO THE PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER, INCLUDING WITHOUT LIMITATION THE SALE OF ADVERTISING, IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
DURING THE TERM AND FOR A PERIOD
OF ONE (1) YEAR THEREAFTER, EACH PARTY, AT ITS SOLE EXPENSE, SHALL, UPON
REASONABLE ADVANCE WRITTEN NOTICE FROM THE OTHER PARTY, MAKE SUCH BOOKS AND
RECORDS (REDACTED, AS APPLICABLE, TO PROVIDE INFORMATION RELATIVE TO THE SERVICE
AND THIS AGREEMENT) AVAILABLE AT ITS OFFICES FOR INSPECTION AND AUDIT BY THE
OTHER PARTY, ITS EMPLOYEES AND AGENTS.
ANY AUDIT WITH RESPECT TO AMOUNTS
PAYABLE BY EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL BE LIMITED
TO AN AUDIT WITH RESPECT TO AMOUNTS TO BE PAID IN THE CURRENT CALENDAR YEAR AND
IMMEDIATELY PRECEDING CALENDAR YEAR ONLY.
ANY PERIOD THAT HAS BEEN AUDITED
PURSUANT TO THIS SECTION SHALL NOT BE SUBJECT TO ANY FURTHER AUDIT.
IN THE
EVENT AN AUDIT OF THE BOOKS AND RECORDS OF A PARTY REVEALS AN UNDERPAYMENT TO
THE OTHER PARTY, THE AUDITED PARTY SHALL PAY TO THE OTHER PARTY THE AMOUNT OF
SUCH UNDERPAYMENT WITHIN 30 DAYS OF THE COMPLETION OF THE AUDIT.
IF SUCH AUDIT
DETERMINES THAT