AG 2002 08 19 (Regular) - Laserfiche WebLink

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shall be made from such account by Ticketmaster and delivered to Principal on Friday of each week with each weekly payment to be on account of TM System Ticket sales for Attractions occurring during the period of Monday through Sunday preceding such payment date. Each weekly payment shall be accompanied by a written accounting. (b) In the event that any Attraction is cancelled, postponed, or modified for any reason (each, a "Cancelled Attraction"), the amount of funds held by Ticketmaster on account of Ticket sales for all Attractions ("Account Balance") (but specifically excluding therefrom the amount of Ticket sales proceeds to which Ticketmaster is entitled hereunder) shall be held and made available for distribution by Ticketmaster to Ticket purchasers entitled to refunds for Tickets for Cancelled Attractions purchased from Ticketmaster. In the event that the Account Balance is insufficient to make all such refunds, Principal shall deliver the amount of such deficiency ("Deficiency Amount") to Ticketmaster no later than two business days after notice by Ticketmaster to Principal. Ticketmaster shall also have the right to setoff any Deficiency Amount against any amounts held by Ticketmaster on behalf of Principal. It is agreed and understood that Ticketmaster is the Ticket selling agent of Principal and therefore Ticketmaster's agreement to make any refunds as the agent of Principal is subject and limited to Ticketmaster holding or receiving from Principal the full amount of funds necessary to make refunds to all Ticket purchasers properly entitled to a refund. With respect to Cancelled Attractions, subject to Section 11 (a), Principal authorizes Ticketmaster to refund the Ticket price at the original point of purchase (e.g., at Outlets, or by Internet Sales or Telephone Sales), and to exchange Tickets pursuant to any exchange policy which may be adopted by Principal and Ticketmaster. Principal and Ticketmaster agree that Ticketmaster shall be entitled to retain the Ticket Printing Charges, Convenience Charges and Order Processing Fees assessable with respect to the initial sale of Tickets to Cancelled Attractions although no additional compensation shall be payable to, or fee assessed by, Ticketmaster with respect to the exchange of any Tickets initially purchased from Ticketmaster. Principal shall be responsible for all refunds and exchanges of Tickets initially purchased at the Facility Box Office. (c) .It is agreed and understood that Ticketmaster shall not be liable to Principal for the printing and sale of counterfeit Tickets. 12. Taxes. (a) Principal shall keep the Hardware free and clear of all levies, liens and encumbrances which are caused by Principal or under Principal's control and shall promptly reimburse Ticketmaster for all user fees, registration fees, assessments, charges and taxes, whether federal, state, county, municipal or other governmental or quasi-governmental, solely with respect to the Hardware located at the Facility, including, without limitation, use, excise and property taxes, and penalties and interest with respect thereto, except and excluding, however, any taxes based on or measured solely by Ticketmaster's net income. (b) Principal shall be responsible for calculating any and all Attraction Taxes, for preparing and timely filing any and all tax returns or reports required to be filed in respect of any such Attraction Taxes, and for timely remitting the Attraction Taxes to the appropriate taxing authority. Ticketmaster will collect the Face Value of each Ticket and turn over to Principal the Ticket Receipts to which it is entitled as provided in Section 11. In the event that Ticketmaster pays any Attraction Taxes .on behalf of Principal, Principal shall promptly reimburse C:\WINDOWSLDesktop\Cabarms Arena LUA Final 081702.doc