Disclosure of Facilities and Consent to Use Sample Clauses

Disclosure of Facilities and Consent to Use. Co-Promotion Partner shall disclose to Marvel each Facility that Co-Promotion Partner proposes to use hereunder, and Marvel’s written consent to use each such proposed Facility is required prior to the commencement of production of Merchandise or PA Materials in such Facility. Co-Promotion Partner shall disclose a Facility, and request Marvel’s consent to use such Facility, by providing to Marvel a completed FAMA Application for each Facility. Prior to determining whether or not to grant its consent to use a Facility, Marvel may require (1) Co-Promotion Partner to provide a pre-production ILS Audit of the Facility demonstrating the Facility’s compliance with at least the ILS Minimum Compliance Standard and/or (2) Co-Promotion Partner and/or the Facility to comply with any conditions applicable to the Permitted Sourcing Country in which the Facility is located. Marvel may withhold its consent prior to the commencement of production for any Facility which, inter alia, (a) Marvel reasonably believes does not comply with the ILS Minimum Compliance Standard, (b) Marvel reasonably believes an ILS Audit was obtained through fraud, bribery, or other improper influence, (c) is not located in a Permitted Sourcing Country, (d) constitutes or involves a Prohibited Person, (e) has not shown continuous improvement towards full compliance with the Code, according to information contained in the ILS Program database, or (f) does not comply with any conditions applicable to the Permitted Sourcing Country in which the Facility is located (or with which Co-Promotion Partner does not comply if such conditions apply to the Co-Promotion Partner). Marvel shall evidence its consent to the use of a Facility by providing Co-Promotion Partner with a signed FAMA. Co-Promotion Partner shall not commence production of any Merchandise or PA Materials at a Facility until Co-Promotion Partner receives the signed FAMA for such Facility from Marvel. Marvel shall incur no liability hereunder for any failure or reasonable delay in providing Co-Promotion Partner with a signed FAMA. Co-Promotion Partner shall promptly (but no later than within thirty (30) days) notify Marvel in writing when Co-Promotion Partner (i) ceases to use a previously declared and authorized Facility for any reason or does not have a reasonable intention to use such Facility hereunder within twelve (12) months or (ii) has not used a previously declared and authorized Facility for twelve (12) months and has not placed an ...
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Related to Disclosure of Facilities and Consent to Use

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