Common use of APPROVAL OF PRODUCTION SAMPLES Clause in Contracts

APPROVAL OF PRODUCTION SAMPLES. A. Before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is set forth on the Schedule(s) attached hereto, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificate. Production samples of Articles for which Disney has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by Disney will not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property shall be removed or obliterated therefrom.

APPROVAL OF PRODUCTION SAMPLES. A. Before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is hereinabove set forth on the Schedule(s) attached heretoforth, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles for which Disney has approved a pre-production preproduction sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by attributable to Disney will win not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Disney to inspect Licensee's manufacturing operations and testing records (and those of Licensee's third-party manufacturers) for the Articles. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All Ail SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that 12 if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom.

APPROVAL OF PRODUCTION SAMPLES. A. Before Unless advised by Disney in writing that Disney does not need to approve any given production sample(s), before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is hereinabove set forth on the Schedule(s) attached heretoforth, which shall conform to the approved artwork, three-three- dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles for which Disney has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by attributable to Disney will not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Disney to inspect Licensee's manufacturing operations and testing 11 Crown Crafts, Inc. Multiple Brands/Properties Agreement dated January 1, 1998 Page 11 records (and those of Licensee's Manufacturers) for the Articles in accordance with Paragraphs 11 and 24. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder Licensee is authorized to sell Articles which do not permit meet the sale quality standards of approved samples provided that such Articles are clearly marked "secondsirregular" or "irregulars"and provided they have Licensee's uncut label on them. Such sales shall be reported separately and the quantity of any Articles sold as an irregular shall not exceed [*]6of the total of such Article sold during the Term. All other Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom. If Licensee sells "irregulars" in excess of the [*]7 limit set forth above, without limiting Disney's remedies hereunder, Licensee agrees to pay Disney Royalties on such sales as if such sales were regular sales at Licensee's normal selling price for Articles. In the event that Licensee is authorized to sell roll stock fabric as a supplier to any other Disney licensee, Licensee shall not be permitted, under any circumstances, to sell irregular roll stock fabric. F. Licensee shall only be entitled to sell and distribute irregulars through those Retailers expressly approved by Disney, said sales to be made in accordance with non-price terms and conditions specified by Disney.

APPROVAL OF PRODUCTION SAMPLES. A. 8.1 Before shipping an Article the Book to any customer, Licensee agrees to furnish to DisneyLicensor, from the first production run of each supplier of each of the ArticlesBook, for DisneyLicensor's approval of all aspects of the Article in questionthereof, the number of Samples samples, with packaging which is set forth on the Schedule(s) attached heretopackaging, if any, which shall conform to the approved artwork, three-dimensional models and pre-production samplesamples. Approval or disapproval of the artwork as it appears on any SKU of in the ArticleBook, as well as of the quality of the ArticleBook, shall lie in DisneyLicensor's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of any part of the Article Book as manufactured. Any SKU of any Article part not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney Licensor in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles the Book for which Disney Licensor has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of DisneyLicensor's receipt of such production sample Disney Licensor notifies Licensee to the contrary. Any approval of a production sample by Disney will attributable to Licensor shall not constitute or imply a representation or belief by Disney Licensor that such production sample complies with any applicable Laws. B. 8.2 Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article the Book as Disney Licensor may from time to time reasonably request for the purpose of comparison Golden Books Publishing Company, Inc. Agreement dated December 12, 1998 Page 14 with earlier samples, samples or for DisneyLicensor's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Licensor to inspect Licensee's manufacturing operations and testing records (and those of Licensee's Suppliers) of the Book. C. 8.3 Licensee acknowledges that Disney Licensor may disapprove any SKU part of an Article the Book or a production run of any SKU of an Article the Book because the quality is unacceptable to DisneyLicensor, and accordingly, Disney Licensor recommends that Licensee submit production samples to Disney Licensor for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. 8.4 No modification of an approved production sample shall be made without DisneyLicensor's further prior written approval. All SKUs of Articles being sold The Book must conform in all respects to the approved production samplesamples. It is understood that if in DisneyLicensor's reasonable judgment the quality of any SKU of an Article the Book as originally approved has deteriorated in later production runs, or if the SKU Book has otherwise been altered, Disney Licensor may, in addition to other remedies available to DisneyLicensor, by written notice require such SKU of the Article Books to be withdrawn immediately withdrawn from the market. E. The rights granted hereunder do not permit 8.5 Any part of the sale of "seconds" or "irregulars". All Articles Book not meeting the standard of approved samples shall be destroyed or all Intellectual Licensed Property shall be removed or obliterated therefrom. 8.6 Licensee is responsible for the consistent quality and safety of the Book and its compliance with applicable Laws, Licensor will not unreasonably object to any change in the design of the Book or in the materials used in the manufacture of the Book or in the process of manufacturing the Book which Licensee advises Licensor in writing is intended to make the Book safer or more durable. 8.7 Licensor shall have the right, by written notice to Licensee, to require modification of any part of the Book approved by Licensor under this or any previous agreement between Licensee and Licensor pertaining to the Licensed Property. Likewise, if the Term of this Agreement is extended by mutual agreement, or pursuant to Subparagraph 2.7, Licensor shall have the right, by written notice to Licensee, to require modification of any part of the Book approved by Licensor under this Agreement. It is understood that there is no obligation upon either party to extend the Agreement, except as may be provided in Subparagraph 2.7. 8.8 If Licensor notifies Licensee of a required modification under Subparagraph 8.7 above, such notification shall advise Licensee of the nature of the changes required. If the required modification is material to the integrity of the Book, the Licensed Property in the Book, and/or the Disney Property (as defined below), then Licensee shall not accept any order for the Book until it has been resubmitted to Licensor with such changes and Licensee has received Licensor's written approval of the Book as modified. However, Licensee may continue to distribute Licensee's inventory of the previously approved Book until such inventory has been exhausted (unless the Book is dangerously defective, as determined by Licensor, 8.9 Without limiting Licensor's approval rights under this Paragraph 8, the Policy referenced in Subparagraph 7.1 shall include provisions governing all submissions and approvals which are the subject of this Paragraph 8.

APPROVAL OF PRODUCTION SAMPLES. A. Before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is hereinabove set forth on the Schedule(s) attached heretoforth, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles for which Disney has approved a pre-production preproduction sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by attributable to Disney will win not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Disney to inspect Licensee's manufacturing operations and testing records (and those of Licensee's third-party manufacturers) for the Articles. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom.

APPROVAL OF PRODUCTION SAMPLES. A. 8.1 Before shipping an Article the Book to any customer, Licensee agrees to furnish to DisneyLicensor, from the first production run of each supplier of each of the ArticlesBook, for DisneyLicensor's approval of all aspects of the Article in questionthereof, the number of Samples samples, with packaging which is set forth on the Schedule(s) attached heretopackaging, if any, which shall conform to the approved artwork, three-dimensional models and pre-production samplesamples. Approval or disapproval of the artwork as it appears on any SKU of in the ArticleBook, as well as of the quality of the ArticleBook, shall lie in DisneyLicensor's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of any part of the Article Book as manufactured. Any SKU of any Article part not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney Licensor in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles the Book for which Disney Licensor has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of DisneyLicensor's receipt of such production sample Disney Licensor notifies Licensee to the contrary. Any approval of a production sample by Disney will attributable to Licensor shall not constitute or imply a representation or belief by Disney Licensor that such production sample complies with any applicable Laws. B. 8.2 Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article the Book as Disney Licensor may from time to time reasonably request for the purpose of comparison with earlier samples, samples or for DisneyLicensor's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Licensor to inspect Licensee's manufacturing operations and testing records (and those of Licensee's Suppliers) of the Book. C. 8.3 Licensee acknowledges that Disney Licensor may disapprove any SKU part of an Article the Book or a production run of any SKU of an Article the Book because the quality is unacceptable to DisneyLicensor, and accordingly, Disney Licensor recommends that Licensee submit production samples to Disney Licensor for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. 8.4 No modification of an approved production sample shall be made without DisneyLicensor's further prior written approval. All SKUs of Articles being sold The Book must conform in all respects to the approved production samplesamples. It is understood that if in DisneyLicensor's reasonable judgment the quality of any SKU of an Article the Book as originally approved has deteriorated in later production runs, or if the SKU Book has otherwise been altered, Disney Licensor may, in addition to other remedies available to DisneyLicensor, by written notice require such SKU of the Article Books to be withdrawn immediately withdrawn from the market. E. The rights granted hereunder do not permit 8.5 Any part of the sale of "seconds" or "irregulars". All Articles Book not meeting the standard of approved samples shall be destroyed or all Intellectual Licensed Property shall be removed or obliterated therefrom. 8.6 Licensee is responsible for the consistent quality and safety of the Book and its compliance with applicable Laws, Licensor will not unreasonably object to any change in the design of the Book or in the materials used in the manufacture of the Book or in the process of manufacturing the Book which Licensee advises Licensor in writing is intended to make the Book safer or more durable. 8.7 Licensor shall have the right, by written notice to Licensee, to require modification of any part of the Book approved by Licensor under this or any previous agreement between Licensee and Licensor pertaining to the Licensed Property. Likewise, if the Term of this Agreement is extended by mutual agreement, or pursuant to Subparagraph 2.7, Licensor shall have the right, by written notice to Licensee, to require modification of any part of the Book approved by Licensor under this Agreement. It is understood that there is no obligation upon either party to extend the Agreement, except as may be provided in Subparagraph 2.7. 8.8 If Licensor notifies Licensee of a required modification under Subparagraph 8.7 above, such notification shall advise Licensee of the nature of the changes required. If the required modification is material to the integrity of the Book, the Licensed Property in the Book, and/or the Disney Property (as defined below), then Licensee shall not accept any order for the Book until it has been resubmitted to Licensor with such changes and Licensee has received Licensor's written approval of the Book as modified. However, Licensee may continue to distribute Licensee's inventory of the previously approved Book until such inventory has been exhausted (unless the Book is dangerously defective, as determined by Licensor. 8.9 Without limiting Licensor's approval rights under this Paragraph 8, the Policy referenced in Subparagraph 7.1 shall include provisions governing all submissions and approvals which are the subject of this Paragraph 8.

APPROVAL OF PRODUCTION SAMPLES. A. Before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is hereinabove set forth on the Schedule(s) attached heretoforth, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles for which Disney has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by attributable to Disney will not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Disney to inspect Licensee's manufacturing operations and testing records (and those of Licensee's Manufacturers) for the Articles in accordance with Paragraphs 11 and 24. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a 12 The First Years, Inc. CONSUMER PRODUCTS LICENSE - DISNEY PROPERTIES Agreement dated August 1, 2000 Page 12 large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom.

APPROVAL OF PRODUCTION SAMPLES. A. a. Before shipping an Article to any customer, Licensee agrees you agree to furnish to Disneyus, for our approval of all aspects of the Article in question, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, Articles the number of Samples Samples, with packaging which is packaging, set forth on the Schedule(sin Subparagraph 1(k) attached hereto, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, Article as well as of the quality of the Article, Article shall lie in Disney's our sole discretion and may, among other things, may inter alia be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, and unless otherwise agreed by Disney us in writing, shall be destroyed. One of Licensee's officers Such destruction shall attest be attested to such destruction in a certificate, and shall provide Disney with a copy certificate signed by an officer of each such certificateyours. Production samples of Articles for which Disney has we have approved a pre-pre- production sample shall be deemed approved, unless within twenty (20) with 20 days of Disney's our receipt of such production sample Disney notifies Licensee we notify you to the contrary. Any approval of a production sample by Disney will not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees b. You agree to make available at no charge such additional samples of any or all SKUs of each Article as Disney we may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, samples or to test for compliance with applicable Lawslaws, regulations and standards, to maintain consistent quality and to permit us upon reasonable request to inspect your manufacturing operations and testing records (and those of your suppliers) for the Articles. C. Licensee acknowledges c. It is specifically understood that Disney we may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disneyus, and and, accordingly, Disney recommends we recommend that Licensee you submit production samples to Disney us for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. d. No modification of an approved production sample shall be made without Disney's our further prior written approval. All SKUs of Articles being sold must conform confirm in all respects to the approved production sample. It is understood that if in Disney's our reasonable judgment judgement the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU Article has otherwise been altered, Disney we may, in addition to other remedies available to Disneyus, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. e. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom.

APPROVAL OF PRODUCTION SAMPLES. A. Before shipping an Article to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Articles, for Disney's approval of all aspects of the Article in question, the number of Samples with packaging which is hereinabove set forth on the Schedule(s) attached heretoforth, which shall conform to the approved artwork, three-dimensional models and pre-production sample. Approval or disapproval of the artwork as it appears on any SKU of the Article, as well as of the quality of the Article, shall lie in Disney's sole discretion and may, among other things, be based on unacceptable quality of the artwork or of the Article as manufactured. Any SKU of any Article not so approved shall be deemed unlicensed, shall not be sold and, unless otherwise agreed by Disney in writing, shall be destroyed. One Such destruction shall be attested to in a certificate signed by one of Licensee's officers shall attest to such destruction in a certificate, and shall provide Disney with a copy of each such certificateofficers. Production samples of Articles for which Disney has approved a pre-production sample shall be deemed approved, unless within twenty (20) days of Disney's receipt of such production sample Disney notifies Licensee to the contrary. Any approval of a production sample by attributable to Disney will not constitute or imply a representation or belief by Disney that such production sample complies with any applicable Laws. B. Licensee agrees to make available at no charge such additional samples of any or all SKUs of each Article as Disney may from time to time reasonably request for the purpose of comparison with earlier samples, or for Disney's anti-piracy efforts, or to test for compliance with applicable Laws, and to permit Disney to inspect Licensee's manufacturing operations and testing records (and those of Licensee's Manufacturers) for the Articles in accordance with Paragraphs 11 and 24. C. Licensee acknowledges that Disney may disapprove any SKU of an Article or a production run of any SKU of an Article because the quality is unacceptable to Disney, and accordingly, Disney recommends that Licensee submit production samples to Disney for approval before committing to a large original production run or committing to purchase a large shipment from a new supplier. D. No modification of an approved production sample shall be made without Disney's further prior written approval. All SKUs of Articles being sold must conform in all respects to the approved production sample. It is understood that if in Disney's reasonable judgment the quality of any SKU of an Article originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Disney may, in addition to other remedies available to Disney, by written notice require such SKU of the Article to be immediately withdrawn from the market. E. The rights granted hereunder do not permit the sale of "seconds" or "irregulars". All Articles not meeting the standard of approved samples shall be destroyed or all Intellectual Property Licensed Material and Trademarks shall be removed or obliterated therefrom.