Quality of Licensed Products. Licensee represents, warrants and covenants that it shall diligently inspect goods delivered by Authorized Sources to assure conformity with specifications, grade and quality satisfactory to Licensor, and shall not procure goods from any unauthorized source. Furthermore, Licensee shall not induce any Authorized Source to engage in adulteration, substitution or other practices that would constitute a variance from such specifications, grade and quality and shall not knowingly countenance any such practices.
Quality of Licensed Products. (a) Licensee agrees that the Licensed Product(s) shall be of high standard and of such style, appearance and quality as shall be adequate and suitable to their promotion, distribution and sale to the best advantage of Licensee and Licensor. The quality and style of such product and its cartons and containers shall be subject to Licensor's approval. To this end Licensee shall, before selling or distributing any of the Licensed Product(s), furnish to Licensor free of cost for its written approval as to quality and style, the materials specified in the "MILESTONES" set forth on Exhibit 2 attached hereto. In the event that any Milestone deliverable shall not have been approved, disapproved, or otherwise commented upon within ten (10) business days after receipt thereof by Licensor, then Licensee shall have the right to so notify Licensor of such fact by facsimile or by overnight delivery service. In the event that Licensor fails to then approve, disapprove or otherwise comment upon the submitted items within five (5) business days after receipt by it of such communication, any items so submitted shall be deemed to have been approved. Licensee shall, in addition, thereafter furnish to Licensor free of cost, for its written approval, [*] production samples of each such Licensed Product(s) together with their cartons and containers including packaging and wrapping material, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with [*] catalogs which display all of Licensee's products, not just the Licensed Products, if such catalogs exist. Further, Licensor shall have the right to purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best customer purchasing the same quantity of Licensed Products under the same terms and conditions for delivery during the same period of time in the same general geographical area for sales throughout the same sales channel. After samples of Licensed Product(s) have been approved pursuant to this paragraph, Licensee shall not depart therefrom in any material respect without Licensor's prior written consent or add any additional element(s) such as in-pack flyers, business reply cards and so on without Licensor's approval in each case. Licensor shall have the right to withdraw its approval of samples if the quality of any Licensed Product ceases to be acceptable.
Quality of Licensed Products. The quality of the Licensed Products shall be consistent with or exceed the average of similar products manufactured, distributed, and/or sold by Licensee, shall serve to enhance Brand recognition of the Licensed Products to the mutual benefit of the Parties, and shall be suitable for the use for which they are intended. Licensee agrees to provide a reasonable number of samples of the Licensed Product to Licensor at no cost upon request for quality assurance, and provide Licensed Products to Licensor at cost for promotional purposes (not for resale).
Quality of Licensed Products. (a) Licensee shall use the Licensed Marks only in connection with high-quality products and services that comply with all applicable laws and regulations in the jurisdictions in which the Licensed Products are advertised, marketed, manufactured, sold, or distributed. Licensee covenants and warrants that the Licensed Products in connection with which the Licensed Marks are used shall be of at least the quality of similar products sold by Licensor and its Affiliates under the Licensed Marks before the Effective Date.
Quality of Licensed Products. 5.1 Licensed Products to be of High Quality. LICENSEE agrees (a) that the Licensed Products and their manufacture, distribution and packaging shall be of a high standard and of such style, appearance and quality as shall, in the sole and exclusive judgment of LICENSOR, be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the material and the goodwill pertaining thereto, (b) that the Licensed Products shall be manufactured, sold, distributed and advertised in accordance with all applicable laws, (c) that the policy of sale, distribution, and/or exploitation by LICENSEE shall be of high standard and to the best advantage and (d) that the same shall in no manner reflect adversely upon the Nautica Names and Marks, the Licensed Products or LICENSOR. LICENSEE further agrees that all rights granted herein shall be exploited and/or exercised so as not to interfere with, detract from, or alter the concepts used by LICENSOR or known to the public; and that LICENSEE shall use its best efforts to preserve the concepts therein. In particular, LICENSEE acknowledges that any merchandising of the Licensed Products by LICENSEE as may be permitted hereunder shall be in full conformity with the foregoing.
Quality of Licensed Products. LICENSEE shall establish and maintain standards of quality for the PRODUCTS upon which the LICENSED MARKS shall be used and such standards shall be acceptable to LICENSOR, such approval not to be unreasonably withheld. The parties agree that use and display in a manner that is of at least substantially the same standard of quality, appearance, service and other standards that were observed by LICENSEE during the twelve-month period prior to the effective date of this Agreement will be acceptable to LICENSOR. Upon request of LICENSOR and to the extent possible, LICENSEE shall make available from time to time to LICENSOR, at LICENSOR’s expense, certain samples that LICENSOR may reasonably request to determine if LICENSEE is fulfilling the above obligation.
Quality of Licensed Products. Rohto acknowledges that, if the Licensed Products fail to conform to the Specifications, or otherwise are not consistent with OMP’s image and reputation for overall high quality products, then the substantial goodwill which OMP has built up and now possesses in connection with the Know-How and OMP Trademarks and Joint Trademarks will be impaired. Accordingly, Rohto hereby agrees that:
Quality of Licensed Products. (a) Licensee agrees that the Licensed Product(s) shall be of high standard and of such style, appearance and quality as shall be adequate and suitable to their promotion, distribution and sale to the best advantage of Licensee and Licensor. The quality and style of such product and its cartons and containers shall be subject to Licensor's approval. To this end Licensee shall, before selling or distributing any of the Licensed Product(s), furnish to Licensor free of cost for its written approval as to quality and style, the materials specified in the "Milestones" set forth on Exhibit 1 attached hereto. In the event that any Milestone deliverable shall not have been approved, disapproved, or otherwise commented upon within ten (10) business days after receipt thereof by Licensor, then Licensee shall have the right to so notify Licensor of such fact by facsimile or by overnight delivery service. In the event that Licensor fails to then approve, disapprove or otherwise comment upon the submitted items within seven (7) business days after receipt by it of such communication, any items so submitted shall be deemed to have been approved subject to the rights of any third parties (e.g., as to the use of the Name and Likeness of a Performer). Licensee shall, in addition, thereafter furnish to Licensor free of cost, for its written approval, forty-five (45) production samples of each such Licensed Product(s) together with their cartons and containers including packaging and wrapping material, to ensure quality control simultaneously upon distribution to the public. In addition, Licensee shall provide Licensor with six (6) catalogs which display all of Licensee's products, not just the Licensed Products, if such catalogs exist. [*].
Quality of Licensed Products. The Licensed Products shall be of a high quality. SUBLICENSEE shall notify SUBLICENSOR of each new seasonal collection of Licensed Products. When requested by SUBLICENSOR, at no cost to SUBLICENSOR, SUBLICENSEE shall submit to SUBLICENSOR, for approval as to quality, samples of the Licensed Products. Such approval by SUBLICENSOR shall not be unreasonably withheld. At SUBLICENSOR'S request, SUBLICENSEE shall submit all packaging, promotional, marketing and advertising material related to the Licensed Products for such uses of the Trademark which have not been previously approved by SUBLICENSOR. Failure of SUBLICENSOR to approve such samples within fifteen (15) working days after receipt of such samples will be deemed approval. If SUBLICENSOR should disapprove any sample, it shall provide specific reasons for such disapproval. Once such samples have been approved by SUBLICENSOR, SUBLICENSEE 6 <PAGE> shall not materially depart therefrom in the making of future Licensed Products without SUBLICENSOR'S prior express written consent, which shall not be unreasonably withheld. 7.4
Quality of Licensed Products. 9.1. RLHC requires that Company obtain from PRLC its approval of the styles, designs, colors, materials, workmanship and quality of all Licensed Products to insure that all Licensed Products manufactured, sold or distributed are of the highest quality and are consistent with the highest standards and reputation and established prestige and good will connected with the name "Xxxxx Xxxxxx". In connection with the production of each item of Licensed Products, Company shall use only such materials as PRLC shall have previously approved pursuant to the Final Prototype with respect to such item of Licensed Products.
