Common use of QUALITY OF GOODS Clause in Contracts

QUALITY OF GOODS. Licensee agrees to maintain the quality of goods sold under the Trademarks commensurate with the business position of the parties involved. Licensor reserves the right, upon reasonable notice, to enter the premises of Licensee and inspect the quality of goods manufactured, sold and/or distributed by Licensee under the Trademarks to insure that the quality of said Licensed Goods is maintained. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods manufactured, sold and/or distributed by Licensee under the Trademarks at any time desired by Licensor upon reasonable notice and during Licensee's regular business hours. In the event that Licensor shall find that the quality of the Licensed Goods has not been maintained by Licensee as required in this Paragraph 3 above, Licensor shall notify Licensee in writing of any such dissatisfaction with the quality of said Licensed Goods and Licensee shall have thirty (30) days in which to bring the quality of such Licensed Goods up to a level reasonably satisfactory to Licensor. If Licensor's complaints are such that a remedy or cure cannot reasonably be completed within said thirty (30) day period, then Licensee shall commence to cure such dissatisfaction within such thirty (30) period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedy. In the event that Licensee shall fail to perform its obligation to maintain the quality of any Licensed Goods and shall fail to cure such failure as hereinabove provided, Licensor shall have the right to terminate or suspend Licensee's right to manufacture, sell and/or distribute such Licensed Goods so long as the quality thereof shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods which shall be of a quality which is consistent with Licensee's obligations hereunder.

QUALITY OF GOODS. Licensee agrees to maintain the quality of goods products sold under the Trademarks tradename commensurate with the business position of the parties involved. Licensor reserves the right, upon reasonable notice, to enter the premises of Licensee and inspect the quality of goods products manufactured, sold and/or distributed by Licensee under the Trademarks tradename to insure ensure that the quality of said the Licensed Goods Products is maintained. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods Products manufactured, sold and/or distributed by Licensee under the Trademarks trademarks at any time desired by Licensor upon reasonable notice and during the Licensee's regular business hours. In the event that Licensor shall find that the quality of the Licensed Goods Products has not been maintained by Licensee as required in this Paragraph 3 above, Licensor shall notify Licensee in writing of any such dissatisfaction with the quality of said Licensed Goods Products and Licensee shall have thirty (30) days in which to bring the quality of such said Licensed Goods Products up to a level reasonably satisfactory to Licensor. If Licensor's complaints are such that a remedy or cure cannot reasonably be completed within said thirty (30) day period, then Licensee shall commence to cure such dissatisfaction within such thirty (30) day period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedy. In the event that Licensee shall fail to perform its obligation to maintain the quality of any Licensed Goods Products and shall fail to cure such failure as hereinabove provided, Licensor shall have the right to terminate or suspend Licensee's right to manufacture, sell and/or distribute such Licensed Goods Products so long as the quality thereof shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods Products which shall be of a quality which is consistent with Licensee's obligations hereunder.

QUALITY OF GOODS. All Licensed Products, and any related services offered and sold by Licensee agrees either in connection with or bearing the Indication shall be of a standard of quality at least as high as that of the Licensed Products existing on January 31, 2001 or as that of any new Licensed Products or materially changed Licensed Products manufactured after January 31, 2001 that have been approved by Hitachi pursuant to maintain the quality control procedures set forth in this Section 2(a), including compliance with Licensed Products specifications, maintenance and Licensed Products quality (including their methods of goods sold under manufacture and quality control) subject to minor changes that shall not materially affect the Trademarks commensurate with the business position nature, quality and specifications of the parties involvedLicensed Products as they existed on January 31, 2001 or of the new Licensed Products or materially changed Licensed Products manufactured after January 31, 2001 that have been approved by Hitachi pursuant to the quality control procedures set forth in this Section 2(a), such that will impair the reputation and goodwill of Licensor. Licensor reserves shall have the rightright one (1) time per year, upon reasonable noticethe date of which will be decided by the parties, to enter the premises of Licensee and inspect the quality of goods manufactured, sold and/or distributed by Licensee under the Trademarks to insure that the quality of said Licensed Goods is maintained. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods manufactured, sold and/or distributed by Licensee under the Trademarks at any time desired by Licensor upon reasonable notice and during Licensee's regular business hours. In the event that Licensor shall find that the quality of the Licensed Goods has Products (including their methods of manufacture and quality control) and any related services and to advise Licensee of any Licensed Products or related services it reasonably believes do not been maintained by Licensee as required meet such standard of quality. If Licensor reasonably finds that any Licensed Products or related services offered or sold in this Paragraph 3 above, Licensor shall notify connection with or bearing the Indication are not in accordance with the standard of quality set forth herein and so notifies Licensee in writing of any such dissatisfaction with writing, Licensee and Licensor will negotiate in good faith and on reasonable terms concerning the corrections to be made to the quality and/or methods of said Licensed Goods and Licensee shall have thirty (30) days in which to bring the quality control of such Licensed Goods up to a level reasonably satisfactory to Licensor. If Licensor's complaints are such that a remedy Products or cure cannot reasonably be completed within said thirty (30) day period, then Licensee shall commence to cure such dissatisfaction within such thirty (30) period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedyservices. In the event that Licensee shall fail does not implement any agreed-upon corrections within sixty (60) days from when both parties have agreed upon any corrections to perform its obligation be made in order for the standard of quality to maintain the quality of any Licensed Goods and shall fail to cure such failure as hereinabove providedbe met, Licensor shall have the right to terminate this Agreement and require Licensee to discontinue the use of the Indication. Prior to distributing and marketing any new Licensed Products after January 31, 2001 that are not on Exhibit B to the Stock Contribution Agreement, or suspend Licensee's right any planned products that are listed on Exhibit B to manufacturethe Stock Contribution Agreement but were not manufactured or sold as of January 31, sell and/or distribute 2001 including those products that pertain to the following research areas: (i) APDs; (ii) Tunable Lasers; (iii) 40G; (iv) Packaging Technology; and (v) Modulators, or any materially changed Licensed Products that are on Exhibit B to the Stock Contribution Agreement (including any changes to the methods of manufacture and quality control), Licensee shall provide Licensor with at least one (1) sample of each such Licensed Goods so long as Product, any documentation evidencing that such Licensed Products meet the Licensed Products specifications, and any documentation pertaining to the results of any product testing or quality thereof audits (“Approval Documentation”), in order to seek Licensor’s prior written approval, such approval not to be unreasonably withheld, unreasonably delayed or unreasonably conditioned. Licensor shall communicate its approval or disapproval regarding such submissions within thirty (30) days from receipt of such samples and Approval Documentation. Failure of Licensee to comply with the provisions of this Section 2 shall constitute a material breach of this Agreement and shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods which shall be grounds for termination of a quality which is consistent with Licensee's obligations hereunderthis Agreement.

QUALITY OF GOODS. Licensee agrees to maintain the quality of goods sold under the Trademarks Trademark commensurate with the business position of the parties involved. Licensor reserves the right, upon reasonable notice, to enter the premises of Licensee and inspect the quality of goods manufactured, sold and/or distributed by Licensee under the Trademarks Trademark to insure that the quality of said Licensed Goods is maintained. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods manufactured, sold and/or distributed by Licensee under the Trademarks Trademark at any time desired by Licensor upon reasonable notice and during Licensee's regular business hours. In the event that Licensor shall find that the quality of the Licensed Goods has not been maintained by Licensee as required in this Paragraph 3 above, Licensor shall notify Licensee in writing of any such dissatisfaction with the quality of said Licensed Goods and Licensee shall have thirty (30) days in which to bring the quality of such Licensed Goods up to a level reasonably satisfactory to Licensor. If Licensor's complaints are such that a remedy or cure cannot reasonably be completed within said thirty (30) day period, then -then Licensee shall commence to cure such dissatisfaction within such thirty (30) day period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedy. In the event that Licensee shall fail to perform its obligation to maintain the quality of any Licensed Goods and shall fail to cure such failure as hereinabove provided, Licensor shall have the right to terminate or suspend Licensee's right to manufacture, sell and/or distribute such Licensed Goods so long as the quality thereof shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods which shall be of a quality which is consistent with Licensee's obligations hereunder.

QUALITY OF GOODS. Licensee agrees to maintain the quality of goods sold under the Trademarks Trademark commensurate with the business position of the parties involved. Licensor reserves the right, upon reasonable notice, to enter the premises of Licensee and inspect the quality of goods manufactured, sold and/or distributed by Licensee under the Trademarks Trademark to insure that the quality of said Licensed Goods is maintained. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods manufactured, sold and/or distributed by Licensee under the Trademarks Trademark at any time desired by Licensor upon reasonable notice and during Licensee's regular business hours. In the event that Licensor shall find that the quality of the Licensed Goods has not been maintained by Licensee as required in this Paragraph 3 above, Licensor shall notify Licensee in writing of any such dissatisfaction with the quality of said Licensed Goods and Licensee shall have thirty (30) days in which to bring the quality of such Licensed Goods up to a level reasonably satisfactory to Licensor. If Licensor's complaints are such that a remedy or cure cannot reasonably be completed within said thirty (30) day period, then Licensee shall commence to cure such dissatisfaction within such thirty (30) day period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedy. In the event that Licensee shall fail to perform its obligation to maintain the quality of any Licensed Goods and shall fail to cure such failure as hereinabove provided, Licensor shall have the right to terminate or suspend Licensee's right to manufacture, sell and/or distribute such Licensed Goods so long as the quality thereof shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods which shall be of a quality which is consistent with Licensee's obligations hereunder.

QUALITY OF GOODS. Licensee agrees Seller warrants and represents to maintain the quality Buyer that each item of Goods provided pursuant to this Agreement shall (i) strictly conform to the requirements of this Agreement, (ii) be free from defects in workmanship, materials and design, (iii) be merchantable, (iv) be fit for its intended use, and (v) be new. Unless otherwise stated in the Purchase Order, no surplus, rebuilt, reconditioned, or used Goods shall be provided. Warranty Claims - Upon receipt of oral or written notice from the Buyer of a warranty claim, Seller shall, if required by Buyer, at the Sellers sole expense, correct any Work (“Work” is hereby defined as product, goods sold under and or services defined in the Trademarks commensurate purchase order, which may include but not limited to, drawings, terms and conditions, specifications, standards and or productivity measures) or re-perform any Work that fails to conform to the warranties herein and shall promptly take down, remove and at its sole expense, promptly repair or replace, as determined by Buyer, all portions of the Work that fail to conform to the warranties herein. Seller shall also perform tests as Buyer may require verifying that the repairs or replacements comply with the business position requirements of this Agreement. The expense of all Work incidental to such correction, re-performance, repair, replacement, or testing shall be borne solely by the Seller. If Seller fails within a reasonable time or refuses to repair, replace, correct or re-perform any Work as required by Xxxxx, Buyer may, at its sole discretion, repair, replace, correct any work or take other remedial action. The parties agree that if the Buyer does not require repair, replacement, correction or re-performance, Buyer shall make a corresponding reduction in Compensation. Title – Seller warrants and represents to the Buyer that it owns all right, title and interest in and to the goods, or if not the owner, Seller has full authority to sell the goods to the Buyer on behalf of the parties involvedowner. Licensor reserves the right, upon reasonable notice, to enter the premises of Licensee and inspect the quality of goods manufactured, sold and/or distributed by Licensee under the Trademarks to insure Seller further warrants that the quality of said Licensed Goods is maintainedare free from any and all security interests, claims, liens or other encumbrances. Licensee agrees to allow Licensor's authorized agents to inspect said Licensed Goods manufacturedDisclaimer – THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, sold and/or distributed by Licensee under the Trademarks at any time desired by Licensor upon reasonable notice and during Licensee's regular business hoursEXPRESS OR IMPLIED. In the event that Licensor shall find that the quality of the Licensed Goods has not been maintained by Licensee as required in this Paragraph 3 aboveTHE REMEDIES SET FORTH IN THIS ARTICLE ARE IN ADDITION TO, Licensor shall notify Licensee in writing of any such dissatisfaction with the quality of said Licensed Goods and Licensee shall have thirty (30) days in which to bring the quality of such Licensed Goods up to a level reasonably satisfactory to LicensorAND NOT IN LIEU OF, SUCH OTHER REMEDIES AS MAY BE AVAILABLE TO BUYER AT LAW OR IN EQUITY. If Licensor's complaints are such that a remedy or cure cannot reasonably be completed within said thirty (30) day periodSELLER SHALL NOT BE EXCUSED FROM ITS OBLIGATIONS UNDER THIS ARTICLE BY BUYERS FAILURE TO INSPECT, then Licensee shall commence to cure such dissatisfaction within such thirty (30) period and shall thereafter diligently and continuously take all reasonable steps to effect such cure or remedy. In the event that Licensee shall fail to perform its obligation to maintain the quality of any Licensed Goods and shall fail to cure such failure as hereinabove providedFAILURE TO DISCOVER DEFECTIVE WORK, Licensor shall have the right to terminate or suspend Licensee's right to manufacture, sell and/or distribute such Licensed Goods so long as the quality thereof shall be below acceptable standards, but nothing herein shall be deemed to terminate, suspend or otherwise affect Licensee's continued right to manufacture, sell and/or distribute any other Licensed Goods which shall be of a quality which is consistent with Licensee's obligations hereunderAPPROVAL OF OR PAYMENT FOR THE WORK OR ANY PORTION THEREOF.