Common use of Approval Procedures Clause in Contracts

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufacture, distribution or sale. Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operations.

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal Each Request for Commitment shall be made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related OPY Credit Corp. in writing to the Product and/or the GUESS brand must be submitted to GUESS for written approval Lender not less than five (5) Business Days prior to manufacture, distribution or sale. Such submittals must the requested date for date of such Financing Commitment issuance and shall be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt written credit presentation and an underwriting opinion, all of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) which shall be deemed APPROVED in accordance with the Lender’s customary practices and requirements. It is understood that any such credit presentation shall satisfy the underwriting criteria and diligence required by GUESSeach of OPY Credit Corp. and the Lender. In each such instance where GUESS fails It is also understood that as part of its credit review the Lender shall receive a summary (in form and substance satisfactory to respond to LICENSEE, LICENSEE shall send a notice to GUESS it) of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS due diligence that OPY Credit Corp. has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS performed with respect to such proposed Client Loan; provided, that the approval or disapproval of any matter Lender shall be deemed have the right to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines conduct its own independent due diligence with respect to LICENSEE's operationsany proposed Client Loan. Each Request for Commitment shall be subject to approval by the Special Credit Committee on which OPY Credit Corp. shall have two seats and the Lender shall have either a majority of the seats or votes which will be subject to the Lender’s separate credit committee, such that the Lender shall ultimately be responsible for and make all credit determinations. It is understood that all members of the Special Credit Committee shall at all time comply with all relevant policies of the Lender and OPY Credit Corp. and all applicable laws. It is understood that any Credit Approval may, at the discretion of the Special Credit Committee, include a ticking fee, commitment fee or other fee to compensate the Lender for the extension of its commitment and will include customary termination or “drop dead” dates. The credit approval by the Special Credit Committee of any Client Loan shall be exercised in its discretion, exercised in good faith in accordance with the Lender’s and OPY Credit Corp.’s credit approval practices and requirements, as well as syndication and retention requirements in accordance with the Lender’s practices (“Credit Approval”). Within five (5) Business Days of receipt of a duly completed Request for Commitment, the Lender shall notify OPY Credit Corp. of its credit decision and, in the case of each Credit Approval, the conditions of such Credit Approval and the Target Retention. None of the activities undertaken by the Lender in connection with its review and approval of any Client Loan or the administration thereof shall in any way restrict the Lender’s ability to sell or otherwise transfer any retained portion of such Client Loan.

Approval Procedures. The approval of GUESS or Any items that require BUYER's approval, including, without limitation, the exercise of its discretion as to Plans and any request or proposal made by LICENSEE under any section of this Agreement Submittals, shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufactureBUYER, distribution or saletogether with an Action Notice (as defined below). Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt of these submittals, GUESS BUYER shall have the following periods of time ("Time Limit") from the delivery of such items to give SELLER notice of objection ("Objection Notice") to any items shown or set forth therein: (a) ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, in the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS case of the submission of the proposed Final Building Shell Plans or the proposed final Interior Improvement Plans, and (b) five (5) days in all other cases. Notwithstanding any other provision herein to the contrary: (i) BUYER shall not have the right to submit an Objection Notice or otherwise withhold its approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval Plans or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS Submittals with respect to any elements shown therein that were previously disclosed in the Development Plan, Building Shell Specifications, the initial Interior Improvements Plans or in prior Submittals approved by BUYER; (ii) BUYER shall not otherwise unreasonably withhold its approval of the proposed Final Building Shell Plans or disapproval final Interior Improvement Plans provided that the same are materially consistent with the Development Plan, the Building Shell Specifications, the initial Interior Improvements Plans and any Submittals previously approved by BUYER and the most recent updated Development Cost Breakdown that has been approved by BUYER; or (iii) where the basis of BUYER's objection would give rise to a violation of any Legal Requirements. Provided that SELLER has provided an Action Notice with any such item submitted to BUYER for approval, BUYER's failure to timely give an Objection Notice shall constitute a BUYER's Delay. If BUYER timely and properly gives an Objection Notice, such notice shall specify in detail the basis of BUYER's objection and, if applicable, any proposed change. SELLER and BUYER shall promptly negotiate in good faith in an effort to resolve the grounds for such objection. If BUYER and SELLER are unable to resolve the dispute within five (5) days or such extended time as they may agree, then either BUYER or SELLER may submit the matter to Arbitration in accordance with section 35 below. SELLER shall be deemed act in good faith to be business advice continue its performance, to the extent commercially reasonable, during BUYER's review process or participation any Arbitration proceeding; however, SELLER may not commence any of the work described or required by any item submitted to BUYER for approval without first obtaining written approval from the BUYER or obtaining an Arbitration Award in SELLER's favor. Once approved by BUYER in writing, SELLER shall make no changes to any approved items without the business activities prior written consent of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operationsBUYER.

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufacture, distribution or sale. Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORMLicensed Product Approval Form. Upon receipt of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operations.