Finished Products/Prior Approval Sample Clauses

Finished Products/Prior Approval. Within seven (7) business days after each item is first manufactured as a finished Product, LICENSEE shall deliver to GUESS (at LICENSEE's sole expense) by overnight courier at least three (3) representative finished Products of each item for approval by GUESS. At any time following any such approval, if such Product is, in the sole and subjective judgment of GUESS, not manufactured in strict compliance with the materials, formulas, scents, ingredients, color, workmanship, designs, dimensions, detail, packaging and quality previously approved in writing, GUESS shall give LICENSEE written notice of any such non-compliance, which notice shall specify the details thereof. Within twenty (20) days after its receipt of such notice, LICENSEE shall promptly correct any problem specified by GUESS therein. If such Product, as corrected by LICENSEE, is still not approved by GUESS, or if LICENSEE fails to correct any such problem, the Trademarks shall be promptly removed from such Products, at the option of and at no cost to GUESS, in which event such Products may be sold by LICENSEE provided they are in no way identified as a product originating from or authorized by GUESS, or otherwise identified with GUESS or any of the Trademarks or IP Rights. As many as six (6) times per year, upon request, LICENSEE shall provide GUESS (at LICENSEE's sole expense) with a reasonable number of samples of Products, including packaging, containers, cases and the like.
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Finished Products/Prior Approval. Within two (2) weeks after each style is first manufactured as a finished Product, LICENSEE shall deliver to GUESS by overnight courier at least one (1) representative finished Product of each style with the actual design affixed for GUESS to determine in its sole discretion whether such finished Product is in strict compliance with the production standards and design previously approved by GUESS. At any time following any such approval of production standards and design, if such Product is, in the sole and subjective judgment of GUESS, not manufactured in strict compliance with the materials, color, workmanship, designs, dimensions, styling, detail and quality previously approved in writing, GUESS shall give LICENSEE written notice of any such non-compliance, which notice shall specify the details thereof. Within twenty (20) days after its receipt of such notice, LICENSEE shall, if possible, promptly correct any problem specified by GUESS therein. If such Product, as corrected by LICENSEE, is still not approved by GUESS, or if LICENSEE fails or is unable to correct any such problem, the Trademarks shall, if possible, be promptly removed from such Products, at the option of and at no cost to GUESS, in which event such Products may be sold by LICENSEE provided they are in no way identified as a product originating from or authorized by GUESS, or otherwise identified with GUESS or any of the Trademarks or IP Rights. As many as four (4) times per Quarter, upon request, LICENSEE shall provide GUESS with a reasonable number of samples of current Products. If LICENSEE cannot, using commercially reasonable efforts, correct the Product problems specified by GUESS and also cannot remove the Trademarks from the Products, LICENSEE will deliver a notice to GUESS describing its efforts and the reasons why such requirements cannot be met. Any distribution or sale of such Products must be specifically approved in advance and in writing by GUESS, and LICENSEE will pay a Trademark Royalty on all such sales.
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Related to Finished Products/Prior Approval

  • Regulatory Approval Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • No Regulatory Approval By the Company or Parent, if its Board of Directors so determines by a vote of a majority of the members of its entire Board, in the event any Requisite Regulatory Approval shall have been denied by final, nonappealable action by such Governmental Authority or a Governmental Authority shall have requested the permanent withdrawal of an application therefor.

  • Requisite Regulatory Approvals All Consents required to be obtained from or made with any Governmental Authority in order to consummate the transactions contemplated by this Agreement shall have been obtained or made.

  • Product The term “

  • Regulatory Approvals All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired, and no such Requisite Regulatory Approval shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

  • Product Specifications The Company agrees that all Products sold to Xxxx hereunder shall conform to the respective specifications set forth on Schedule A or to such other specifications as are from time to time agreed upon by the Parties.

  • Regulatory Approvals; Efforts (a) Prior to the Closing, Parent, Merger Sub and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Merger including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger, (ii) the satisfaction of the conditions to consummating the Merger, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act) required to be obtained or made by Parent, Merger Sub, the Company or any of their respective Subsidiaries in connection with the Merger or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Additionally, each of Parent, Merger Sub and the Company shall use reasonable best efforts to fulfill all conditions precedent to the Merger and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing. To the extent that transfers of any permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Merger, the parties hereto shall use reasonable best efforts to effect such transfers.

  • Product Recall (a) If any governmental agency with jurisdiction over the recall of any goods supplied hereunder provides written notice to Buyer or Seller, or Buyer or Seller has a reasonable basis to conclude, that any goods supplied hereunder could possibly create a potential safety hazard or unsafe condition, pose an unreasonable risk of serious injury or death, contain a defect or a quality or performance deficiency, or are not in compliance with any applicable code, standard or legal requirement so as to make it advisable, or required, that such goods be recalled and/or repaired, Seller or Buyer will promptly communicate such relevant facts to each other. Buyer shall determine whether a recall of the affected goods is warranted or advisable, unless Buyer or Seller has received notice to that effect from any governmental agency with jurisdiction over the recalled goods.

  • Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.

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