"Off Priced" Goods Clause Samples

"Off Priced" Goods. During the Term of this Agreement, Off-Priced Goods shall mean any Licensed Products that are either not sold by Licensee during the normal course of business, seconds, overruns, damaged, off-priced, discontinued or otherwise Licensed Products that are not sold during the selling season for same (hereinafter referred to as "off-priced goods"). (1) Any and all disposition of Licensed Products or articles constituting close-outs, damages, off-price goods, excess inventory, irregulars or other items constituting other than regular full price products sold to retail customers in the Territory, must be approved by Licensor prior to disposition, which approval shall not be unreasonably withheld, conditioned or delayed. (2) All identification shall be removed from all Licensed Products sold by Licensee as other than first-quality merchandise unless to do so would render such goods unsalable, in which case Licensee shall ▇▇▇▇ them to clearly indicate, in a form acceptable to Licensor, that they are "irregular"; and such Licensed Products and all close-out products shall be sold only if there is no advertising or promotion of the Licensed Products in connection with the irregular articles or close-out articles.
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