Common use of APPROVAL OF LICENSED PRODUCTS Clause in Contracts

APPROVAL OF LICENSED PRODUCTS. (a) Company agrees that Licensor shall have the right, in advance of sale, to approve or disapprove, in good faith, the quality, style, colors, appearance, material and/or workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove any and all endorsements, trademarks, trade names, designs and logos (whether using Golfer Identification or not) used in connection with Licensed Products. Company shall not distribute or sell any such Product which has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelow. It is agreed that the grounds for rejection or disapproval by Licensor shall be limited to substantial concerns expressed by Golfer. (b) Before selling or distributing any Licensed Products hereunder, Company shall submit to Licensor, at the address set forth herein, for its examination and approval or disapproval, a production sample thereof together with its containers, labels and the like. Licensor agrees that it will promptly examine and either approve or disapprove such samples, and that Licensor will promptly notify Company of its approval or disapproval. Licensor agrees that if it disapproves of any item it will advise Company of the specific reasons in each case. Licensor agrees that any item submitted for approval hereunder at the address set forth herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) days after receipt thereof. In all instances, Licensor's approval shall not be unreasonably withheld.

APPROVAL OF LICENSED PRODUCTS. (a) Company 4.1 LICENSEE agrees that Licensor LICENSOR shall have the right, in advance of sale, right to approve or disapprove, in good faiththe manner provided herein in advance of sale, the quality, style, colors, appearance, material and/or and workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove in advance any and all endorsements, trademarks, trade names, designs and logos (whether using Golfer Identification included in the Licensed Trademarks or not) used in connection with the Licensed Products. Company LICENSEE shall not advertise, distribute or sell any such Licensed Product which has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelowLICENSOR. It is agreed that the grounds for rejection or disapproval by Licensor shall be limited to substantial concerns expressed by Golfer. (b) Before selling or distributing any Licensed Products hereunderProduct, Company LICENSEE shall submit to Licensor, at the address set forth herein, LICENSOR for its examination and approval or disapprovalapproval, a production sample thereof artist renderings of the proposed products and/or mock-ups with full engineering specifications together with its containerspackaging, labels and the like. Licensor LICENSOR agrees that it will promptly examine and either shall, within twenty (20) business days after receipt of each of the renderings and/or mock-ups, approve or disapprove such samplesproducts in writing, failing which such products shall be deemed to have been approved. After LICENSOR has approved the proposed products and that Licensor will promptly notify Company LICENSEE has obtained tooling for the proposed products, LICENSEE shall provide LICENSOR with off-tool and/or production samples of its approval the products and LICENSOR shall disapprove such samples in writing within twenty (20) business days after LICENSOR's receipt of such items or disapprovalelse LICENSEE shall be deemed to have approved them. Licensor LICENSEE shall also provide to LICENSOR, at no cost to LICENSOR, two (2) working samples of each Product within thirty (30) days of the commencement of production of such Product. LICENSEE agrees that if it disapproves Licensed Products which are sold or distributed hereunder shall be of any item it will advise Company of no lesser quality than the specific reasons in each casecorresponding samples approved by LICENSOR. Licensor LICENSOR agrees that any item submitted for approval hereunder at the address set forth herein may be deemed required by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) days after receipt thereof. In all instances, Licensor's approval LICENSOR under this Section 4.1 shall not be unreasonably withheld. 4.2 During the Contract Period, LICENSEE shall take all actions reasonably necessary to cure any product defects in the Licensed Products and will act to preserve the image, reputation and goodwill of the Licensed Trademarks and of LICENSOR.

APPROVAL OF LICENSED PRODUCTS. (a) Company agrees that Licensor shall have 4.1 LICENSOR has the right, in advance of sale, right to approve or disapprove, in good faiththe manner provided herein in advance of sale, the quality, style, colors, appearance, material and/or and workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove in advance any and all endorsements, trademarks, trade names, designs and logos (whether using Golfer Identification included in the Licensed Trademarks or not) used in connection with the Licensed Products. Company LICENSEE shall not advertise, distribute or sell any such Licensed Product which that has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelowLICENSOR. It is agreed that the grounds for rejection or disapproval by Licensor shall be limited to substantial concerns expressed by Golfer. (b) Before selling or distributing any Licensed Products hereunderProduct, Company LICENSEE shall submit to Licensor, at the address set forth herein, LICENSOR for its examination and approval or disapprovalapproval, a production sample thereof artist renderings of the proposed Products and/or mock-ups with full engineering specifications together with its containerspackaging, labels and the like. Licensor agrees that it Within twenty (20) business days after receipt of each of the renderings and/or mock-ups, LICENSOR will promptly examine and either approve or disapprove such samplesProducts in writing, and that Licensor will promptly notify Company of its approval or disapproval. Licensor agrees that if it disapproves of any item it will advise Company of the specific reasons in each case. Licensor agrees that any item submitted for approval hereunder at the address set forth herein may failing which such products shall be deemed by Company to have been approved. After LICENSOR has approved hereunder if the same is not disapproved proposed Products and LICENSEE has obtained tooling for the proposed Products, LICENSEE shall provide LICENSOR with off-tool and/or production samples of the Products and LICENSOR shall disapprove such samples in writing within ten twenty (1020) business days after LICENSOR’s receipt of such items or else LICENSOR shall be deemed to have approved them. LICENSEE shall also provide to LICENSOR, at no cost to LICENSOR, three (3) working samples of each Product within thirty (30) days after receipt thereofof the commencement of production of such Product. In Licensed Products that are sold or distributed by LICENSEE under this Agreement will be of no lesser quality than the corresponding samples approved by LICENSOR. LICENSOR will not unreasonably withhold approval required by LICENSOR under this Section 4.1. 4.2 During the Contract Period, LICENSEE shall take all instancesactions reasonably necessary to cure any defects in the Licensed Products and will act to preserve the image, Licensor's approval reputation and goodwill of the Licensed Trademarks and of LICENSOR. 4.3 LICENSEE shall not be unreasonably withheldmake such warranties as are legally required in connection with the sale of the Licensed Products, including all manufacturer’s warranties to customers.

APPROVAL OF LICENSED PRODUCTS. (a) Company agrees that Licensor shall have the right, right to approve or disapprove in advance of sale, to approve or disapprove, in good faith, sale the quality, style, colors, appearance, material and/or and workmanship of all Licensed Products and the packaging therefor, and to approve or disapprove any and all endorsements, trademarks, trade names, designs and logos (whether using Golfer included in the British Open Identification or not) used in connection with Licensed Products. Company shall not distribute or sell any such Licensed Product which has not been approved by Licensor or which is, at any time, disapproved by Licensor in accordance with the provisions hereinbelow. It is agreed that the grounds for rejection or disapproval by Licensor shall be limited to substantial concerns expressed by Golfer. (b) Before In order to accomplish the purposes of subparagraph (a) immediately above, before selling or distributing any Licensed Products hereunder, Company shall submit to Licensor, at the address set forth hereinin Paragraph 14 below, for its examination and approval or disapproval, a production sample thereof together with its containers, labels representative samples of each style and design of each proposed product *my one color version for each sample) Company desires to sell using the likeBritish Open Identification. Licensor agrees that it will promptly examine and either approve or disapprove such samples, and that Licensor will promptly notify Company of its approval or disapproval. Licensor agrees that if it disapproves of will not unreasonably disapprove any item it and, if any is disapproved, that Company will advise Company be advised of the specific reasons in each case. Licensor agrees that any item submitted for approval hereunder at the address set forth herein below may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) business days after receipt thereof. In all instances, Licensor's approval shall not be unreasonably withheld.