Quality Control and Standards. (i) Licensor shall have the right to exercise quality control in accordance with this Section 5.12(h) over Licensee’s use of the Tagline to the extent reasonably necessary to maintain the validity and enforceability of the Tagline and to protect the goodwill associated therewith.
(ii) Licensee shall meet and maintain such quality, appearance and other standards with respect to use of the Tagline as Licensor may reasonably request from time to time and conduct the Company Business at a standard of quality equal to, at minimum, the standard of quality associated with the Company Business, as it was conducted using Licensor’s METLIFE Xxxx or name prior to the Effective Date in accordance with all applicable Laws. Licensee shall not use the Tagline in any manner that might dilute or tarnish the Licensor’s METLIFE Xxxx or disparage or reflect adversely on Licensor or the reputation or goodwill associated therewith.
(iii) Licensee shall comply with such other reasonable requests as are made by Licensor to enable Licensor to assure the quality of the Company Business conducted by Licensee and the services offered or provided by Licensee under the Tagline (this clause (iii), together with clause (ii) above, the “Quality Standards”).
(iv) Licensee shall use reasonable efforts to include trademark notices and/or other appropriate disclosures concerning the licensing relationship between the License Parties in connection with the Tagline. Without limiting the generality of the foregoing, Licensee shall use reasonable efforts to include the following written notice, except to the extent that such disclosure would not fit due to size restrictions (e.g., in a banner advertisement), in connection with its use and sublicense of the Tagline (or such other written ownership notice as reasonably requested by Licensor from time to time): “MetLife is the registered service xxxx of Metropolitan Life Insurance Company or its Affiliates, and is used under license to Brighthouse Services, LLC and its Affiliates.”
(v) In any sales materials using the Tagline created or distributed after the Separation Date, Licensee shall include the following (or a similar) disclosure, except to the extent that such disclosure would not fit due to size restrictions (e.g., in a banner advertisement) or such other disclosure notice as may be reasonably requested by Licensor from time to time: “Annuities and life insurance are issued by Brighthouse Life Insurance Company, Xxxxxxxxx, XX 00000, and in ...
Quality Control and Standards. (a) ATMCo and its Affiliates shall use the Licensed Marks only in conjunction with the Solutions to the extent licensed by the License that at all times have a level of quality which equals or exceeds the levels of quality associated with the businesses and operations of the NCR and its Affiliates and their Solutions associated with the Licensed Marks as of the Effective Date.
(b) Each Party and its Affiliates shall use the Licensed Marks in a manner that would not reasonably be expected to disparage or dilute (including tarnish) or reflect negatively on the goodwill of the Licensed Marks or negatively affect (including tarnish) the reputation of the other Party or any of its Affiliates, including by refraining from the use of inappropriate images and materials used in connection with the Licensed Marks.
(c) In the event of any act or omission of either Party or any of its Affiliates which results, or would reasonably be expected to result, in a material adverse effect on the business or reputation of the other Party or any of its Affiliates or the Licensed Marks, or materially tarnishes, or would reasonably be expected to materially tarnish, the reputation of the other Party or any of its Affiliates, the Parties and their Affiliates, as applicable will reasonably cooperate in good faith with each other to promptly implement a plan and effort to address and remedy the foregoing harm in a form reasonably approved in writing by the Parties, with the Party (and their Affiliates, as applicable) causing the harm, or reasonably expected to cause the harm bearing all out of pocket costs and expenses relating to such plan and effort.
Quality Control and Standards. The Licensee will use the Trademark in a manner consistent with Licensor’s standards of, and reputation for, quality. The Licensee agrees that the Trademark has an established prestige and goodwill, is well recognized by the trade and the public, and that the Trademark is of great importance and value to Licensor. The Licensee agrees that all uses of the Trademark will be in a commercially acceptable and responsible manner to protect the prestige of Licensor and the Trademark. The manner in which the Licensee uses the Trademark, and the quality of products and services marketed by the Licensee under the Trademark (and all related advertising, promotion business materials and packaging), will be commensurate with, and at least as high as, the quality, style, and manner in which Licensor has used the Trademark. In the event that the quality standards of the Trademark are not met or, in the event that said quality standards are not maintained, the Licensee shall, upon reasonable written request by Licensor, discontinue such objectionable or non-conforming use of the Trademark.
Quality Control and Standards. Parent shall have the right to exercise quality control over the use of the Licensed Marks by each Licensee to the degree reasonably necessary or desirable, in the sole opinion of Parent, to maintain the validity and enforceability of the Licensed Marks, to protect the goodwill associated therewith. In furtherance of the foregoing, during the Term Parent may establish and amend (a) quality standards and specifications for the goods and services offered or provided by Licensees and (b) the “Graphics Standards” for the use of the Licensed Marks, which are attached hereto as Schedule C, and in each case, communicate them to the Licensees (subsections (a) and (b), together, the “Quality Standards”). Each Licensee acknowledges and agrees that it must comply with the Quality Standards, which will be, at a minimum, set at a level of quality equal to the standards of quality associated with the Licensed Marks as conducted prior to the Effective Date. Each Licensee agrees to (x) comply with all applicable Laws in using the Licensed Marks, and (y) identify to Parent the actual legal entities providing the products or services in question whenever Materials bearing the Licensed Marks are distributed to the public, published or otherwise disseminated.
Quality Control and Standards. Buyer shall adhere to such reasonable quality control standards that Merck may from time to time promulgate and communicate to Buyer in writing with respect to the Licensed Trademarks, and shall comply materially with all applicable Laws governing the use of the Licensed Trademarks in connection with the provision of Products and shall comply with all applicable Laws pertaining to marking requirements. In order to confirm that Buyer's use of the Licensed Trademarks complies with this Section 3.3.1, Merck shall have the right upon written notice to require that Buyer, its Affiliates and/or sublicensees, as applicable, submit to Merck a reasonable number of representative samples of any Products, Product labels, web pages, packaging with respect to the Product, Product inserts and advertising, marketing, promotional or related materials bearing the Licensed Trademarks.
Quality Control and Standards. Inspire shall adhere to such reasonable quality control standards that InSite may from time to time promulgate and communicate to Inspire in writing with respect to the InSite Trademarks, and shall comply materially with all federal, state and local laws and regulations governing the use of the InSite Trademarks in connection with the provision of Inspire Licensed Products. In order to confirm that Inspire’s use of the InSite Trademarks complies with this Section 3.1, InSite shall have the right upon written notice to require that Inspire submit to InSite a reasonable number of representative samples of any Inspire Licensed Products or related materials bearing the InSite Trademarks.
Quality Control and Standards. The Company will maintain the quality standards associated with the Licensed Trademarks as of the Effective Date and will not intentionally take, or permit its sublicensees to intentionally take, any actions that undermine or dilute the quality and use of the same. The Company warrants that the Licensed Products shall be made to reasonable commercial quality standards, and be of a quality in all material respects equal to or higher than either the corresponding Licensed Products in inventory as of the Effective Date or any samples provided to CIC for review in accordance with this Agreement. Moreover, the Licensed Products shall meet (or exceed) all applicable government and industry standards, regulations, guidelines, rules, Laws and the like regarding such product(s) in the jurisdiction in which such Licensed Products are or will be sold. The Parties agree that the Licensed Products that exist as of the Effective Date are made to reasonable commercial quality standards, meet the quality control standards herein and meet (or exceed) all applicable government and industry standards, regulations, guidelines, rules, Laws and the like regarding such products in the relevant jurisdictions. The Company shall not offer, and shall not permit its sublicensees to offer, for sale, advertise, promote, distribute, or use for any purpose any Licensed Products that are damaged, defective, seconds, or that otherwise fail to meet the quality requirements set forth in this Agreement.
Quality Control and Standards. Distributor shall comply with any and all standards that apply to the manufacturing, labeling barcode identification, and shipment of the Products, all of these will be communicated to the distributor by Akiteck through the QA Form (not included in this Agreement) Without derogating from any requirements under the QA Form, as part of the Product quality control procedures, Distributor shall use a product traceability system in which, inter alia, each Product shall be assigned with a lot number (the “Lot Number”) to ensure the traceability of the Product in case of recall or other manufacturing problems. Distributor shall keep records of the manufacturing process of each batch of Products and retain it with its archives as proof of proper manufacturing process.
Quality Control and Standards a) Licensee will use the Trademark in a manner consistent with Licensor's standards of, and reputation for, quality. Licensee agrees that the Trademark has an established prestige and goodwill, is well recognized by the trade and the public, and that the Trademark is of great importance and
Quality Control and Standards. (a) LICENSEE agrees that it will use the MARKS only in connection with GOODS/SERVICES which are of a high quality. LICENSEE also agrees to use the MARKS in the visual form used by LICENSEE on Closing, and that any variations in that form, including variations in appearance and coloring, only be permitted with the prior written consent of LICENSOR.
(b) LICENSEE accepts the obligations set forth in this Section 2 in order that proper control of the nature and quality of GOODS/SERVICES sold or provided and the business carried on under or in association with the MARKS shall be maintained.
(c) LICENSOR shall have the right to request meetings, at reasonable times, upon reasonable notice during normal business hours, for the purpose of verifying LICENSEE’s compliance with the terms to the degree reasonably necessary to maintain the validity and enforceability of the MARKS. Upon LICENSOR’s request with reasonable notice, LICENSEE shall permit a representative of LICENSOR to attend at all premises where LICENSEE uses any of the MARKS, at reasonable times and without undue interference to the ordinary conduct of the business of the LICENSEE, to determine if LICENSEE is complying with this Section 2.
(d) LICENSEE will use the MARKS in accordance with all applicable laws in the TERRITORY, including all laws relating to the maintenance of the validity and enforceability of the MARKS. LICENSEE may not use the MARKS in any manner that might dilute, tarnish, disparage, or reflect adversely on LICENSOR or the MARKS.
(e) LICENSEE shall, where practical, at all times when using the MARKS identify them as MARKS owned by LICENSOR and that the MARKS are used by LICENSEE under license.
