Common use of Approval Rights Clause in Contracts

Approval Rights. Unless otherwise specified herein to the contrary, any approval or consent rights retained by UL hereunder shall be exercised by UL acting in a commercially reasonable manner taking the needs of both Parties into account, and UL’s approval or consent shall not be unreasonably withheld, conditioned or delayed; provided that UL may exercise such approval or consent rights in its sole discretion in any instance where Licensee’s actions would reasonably be expected to result in the loss or diminishment of UL’s rights in the UL Masterbrand or the Licensed Brand Assets.