Common use of Non-Conforming Products Clause in Contracts

Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with quality workmanship or in adherence to all details and characteristics furnished by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”), and the Licensee shall promptly change such Licensed Products then in inventory to conform thereto. If Licensed Products as changed do not thereafter strictly conform and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “Non-Conforming Products”) shall be disposed of in a way which shall not reduce the value of the Licensed Mxxx or detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale. CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not substantially or substantively consistent with approved quality standards and/or to purchase at the Licensee’s expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. [***].

Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with first quality workmanship or in strict adherence to all details and characteristics furnished the prototypes approved by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”)writing, and the Licensee shall promptly change initiate corrections or changes to production of such Licensed Products then in inventory Product to conform thereto. Where non-conformity is material, substantial or may adversely affect the reputation or prestige or value of the Licensed Mark xx CKI’s business operations, CKI may require that no further sale or shipment of such Licensed Mark xx made until such corrections are made. If Licensed Products as changed do not thereafter strictly conform after CKI’s request and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “‘‘Non-Conforming Products”’’) shall be disposed of in a way which shall not reduce the value of the Licensed Mxxx or Mark xx detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale, or other method reasonably approved by CKI. As noted, CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed CONFIDENTIAL TREATMENT Products that are not substantially or substantively consistent with approved quality standards and the approved prototypes and/or to purchase at the Licensee’s expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. [***].

Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with first quality workmanship or in strict adherence to all details and characteristics furnished the prototypes approved by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”)writing, and the Licensee shall promptly change initiate corrections or changes to production of such Licensed Products then in inventory Product to conform thereto. Where non-conformity is material, substantial or may adversely affect the reputation or prestige or value of the Licensed Mark xx CKI’s business operations, CKI may require that no further sale or shipment of such Licensed Mark xx made until such corrections are made. If Licensed Products as changed do not thereafter strictly conform after CKI’s request and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “‘‘Non-Conforming Products”’’) shall be disposed of in a way which shall not reduce the value of the Licensed Mxxx or Mark xx detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale, or other method reasonably approved by CKI. As noted, CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not substantially or substantively consistent with approved quality CONFIDENTIAL TREATMENT standards and the approved prototypes and/or to purchase at the Licensee’s expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. [***].

Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with first quality workmanship or in strict adherence to all details and characteristics furnished the prototypes approved by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”)writing, and the Licensee shall promptly change initiate corrections or changes to production of such Licensed Products then in inventory Product to conform thereto. Where non-conformity is material, substantial or may adversely affect the reputation or prestige or value of the Licensed Mark xx CKI's business operations, CKI may require that no further sale or shipment of such Licensed Mark xx made until such corrections are made. If Licensed Products as changed do not thereafter strictly conform after CKI's request and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “"Non-Conforming Products”") shall be disposed of in a way which shall not reduce the value of the Licensed Mxxx or Mark xx detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale, or other method reasonably approved by CKI. As noted, CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not substantially or substantively consistent with approved quality CONFIDENTIAL TREATMENT standards and the approved prototypes and/or to purchase at the Licensee’s 's expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. [***].