Licensor's Right to Remove Approval for Previously Approved Product Sample Clauses

Licensor's Right to Remove Approval for Previously Approved Product. If the style, appearance or quality of any Licensed Product ceases to be reasonably acceptable to Licensor, Licensor shall have the right to withdraw his prior approval of such Licensed Product upon not less than one hundred eighty (180) days' written notice specifying in detail the requested withdrawal and the reasons for such withdrawal. Upon receipt of written notice from Licensor of his decision to withdraw such approval, Licensee shall take reasonable steps to immediately cease the use of Licensor's Trademark and other Licensed Intellectual Property in connection with the promotion, advertising, sale, manufacture, distribution or use of such Licensed Products(s). Upon receipt of Licensor's notice of election to withdraw approval, Licensee may complete work in process, utilize materials on hand and sell all existing inventory provided that it submits to Licensor proof of such work in process, materials on hand, and existing inventory. Notice of such election by Licensor to withdraw approval shall not relieve Licensee from its obligation to pay Royalties on sale of such disapproved Licensed Products(s) made by Licensee to date or thereafter as permitted. Licensee shall, prior to sale of existing inventory of previously approved Licensed Product, offer such product to Licensor at Licensee's cost. If Licensor buys such existing inventory of previously approved product, Licensor agrees such inventory shall be destroyed or distributed at no charge. In the event the Licensee deems any withdrawal requested by the Licensor to be inconsistent with any part of this Agreement, the Licensee, within fifteen (15) calendar days of receipt of the withdrawal notice may, in writing, object to the withdrawal. This written objection shall include a detailed explanation of the basis for objection. The Licensor shall consider the objection in good faith, and shall reply in writing, accepting or rejecting the objection. If the parties continue to disagree, the matter will be resolved by the Quality Committee within ninety (90) days after the date of Licensee's written objection or by arbitration pursuant to Section 15.9 hereof.
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  • Territorial application This Agreement shall apply, on the one hand, to the territories in which the Treaty establishing the European Community is applied, and under the conditions laid down in that Treaty and, on the other hand, to the territory of the United States.

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  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

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