Net Wholesale Sales. Means all consideration received by and/or credited to the account of Syratech (and/or any of its affiliated or related entities) in respect of each unit of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, sold in the Territory, less only the following amounts: (i) refunded amounts actually paid by Syratech to retail purchasers (i.e., High-End Stores) of the Licensed Property from Syratech for returns thereof, and
... any cash or other discounts or rebates or returns given or granted by Syratech in respect of the Licensed Property, or taken by retailers, including, without limitation, cooperative advertising; (ii) all actual, reasonable freight charges paid to third parties applicable to (A) such sales of the Licensed Property that were actually billed to and paid by the retail purchasers (i.e., High-End Stores) of such Licensed Property from Syratech and (B) such sales of the Closeout Licensed Property that were actually billed to and paid by Closeout Customers of such Closeout Licensed 4 Property from Syratech, if any, in either case solely if and as set forth on the invoices to such retail purchasers or Closeout Customers, as applicable; and (iii) actual sales and excise taxes applicable to sales of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, that were (A) incurred during the Accounting Period that such units of the Licensed Property and/or Closeout Licensed Property, if any, were sold, (B) validly and mandatorily paid to legitimate government entities with jurisdiction over such sales of the Licensed Property or Closeout Licensed Property, if any, pursuant to applicable laws and (C) actually billed to and paid by the retail purchasers (i.e., High-End Stores) of such Licensed Property from Syratech and actually billed to and paid by Closeout Customers of such Closeout Licensed Property from Syratech, if any, in either case solely if and as set forth on the invoices to such retail purchasers or Closeout Customers, as applicable. In no event may the amounts described in sub-clause (i) above equal more than fifteen percent (15%) of all consideration received by and/or credited to the account of Syratech (and/or any of its affiliated or related entities) in respect of each unit of the Licensed Property, including, without limitation, Closeout Licensed Property, if any, sold in the Territory.
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