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. Licensee agrees that the Licensed ---------------------------- Products shall be of high standards of style, quality and appearance. Prior to their initial sale, Licensee shall furnish to the Commissioner of the LPGA, free of cost, one (1) representative sample of each of the Licensed Products, together with all labels, tags, cartons and containers (including packaging and wrapping material) to be used therewith, for inspection by the LPGA. All samples of the Licensed Products and materials sent to the Commissioner of the LPGA pursuant to this Section 9 shall be accompanied by a cover letter (a copy of which shall also be forwarded to the Deputy Commissioner of the LPGA) which states that such samples and materials are being furnished pursuant to section 9 of this Agreement for the purpose of inspection and approval by the LPGA. All Licensed Products and materials furnished to the LPGA pursuant to this Section 9 must be approved in writing by the LPGA prior to their initial sale, distribution, advertisement or use. Once approved or deemed to be approved by the LPGA, a Licensed Product or materials will continue to be approved, and the LPGA may not withdraw its approval of such Licensed Product or material, unless and until such Licensed Product or materials is modified in any significant or material respect. Licensee shall not modify in any significant or material respect, or sell or distribute irregulars or seconds of, any Licensed Product approved by the LPGA pursuant to this Section 9, without the prior written consent of the LPGA. Licensee shall, at the LPGA's written request, periodically send samples of Licensed Products to the LPGA to confirm Licensee's compliance with the requirements of this section 9. Any sample furnished to the LPGA for its approval or consent pursuant to this Section 9 shall be deemed approved and consented to by the LPGA unless Licensee is notified otherwise within thirty (30) days after the LPGA's receipt of such sample.
Quality of Licensed Products. 9.1. PLC/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 "Ralpx Xxxren". 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.
9.2. In the event that any Licensed Product is, in the judgment of PRLC, not being manufactured or sold in adherence to the materials, colors, workmanship, design, dimensions, styling, detail and quality embodied in the Final Prototypes, or is otherwise not in accordance with the Final Prototypes, PLC/RLHC shall notify Company thereof in writing and Company shall 12 13 CONFIDENTIAL TREATMENT REQUESTED BY POLO XXXXX XXXRXX XXXPORATION SEC FILE NO. 001-13057 promptly repair or change such Licensed Product to conform strictly thereto. If an item of Licensed Product as repaired or changed does not strictly conform to the Final Prototypes and such strict conformity cannot be obtained after at least one (1) resubmission, the Licensed Mark xxxll be promptly removed from the item, at the option of PRLC, in which event the item may be sold by Company, subject to the royalty provisions of Paragraph 10 hereof, provided it is in no way identified as a Licensed Product.
9.3. PLC/RLHC and PRLC and their duly authorized representatives shall have the right, upon reasonable notice during normal business hours, to inspect all facilities utilized by Company (and its contractors and suppliers) in connection with the preparation of Prototypes and the manufacture, sale, storage or distribution of Licensed Products pursuant hereto and to examine Licensed Products in the process of manufacture and when offered for sale within Company's operations. Company hereby consents to examination by PLC/RLHC and PRLC of Licensed Products held by Company's customers for resale provided Company has such right of examination. Company shall take all necessary steps, and all steps reasonably requested by PLC/RLHC and PRLC, to prevent or avoid any misuse of the licensed designs by any of its customers, contractors or other resources.
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 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. 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. (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.
(b) In connection with the manufacture, packaging, storage, shipment, promotion, distribution, and sale of the Licensed Products, Licensee shall (i) comply with all applicable laws and regulations, (ii) conform to food industry best practices, (iii) not exceed local work hours except for appropriately compensated overtime, (iv) prohibit the use of and not, directly or indirectly, use child labor (i.e., a worker of less than 16 years of age or younger than the compulsory age to be in school), (v) not knowingly use prison or forced labor or purchase materials from a Person that uses prison, forced, or child labor, and (vi) not take any other action that would similarly tarnish or otherwise harm the goodwill or reputation of Licensor or the Licensed Marks.
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:
(a) The Licensed Products (including all packaging, labeling and advertising) shall conform to the Specifications therefor, and be of high standards and of such quality, style and appearance as shall (in the judgment of OMP) be reasonably adequate and suited to their exploitation to the best advantage and to the protection of the Know-How, OMP Trademarks, Joint Trademarks and goodwill pertaining thereto;
(b) The Licensed Products shall be manufactured, processed, labeled, marketed, sold and distributed in accordance with all applicable laws, rules and regulations, and shall not be adulterated, contaminated or misbranded within the meanings of any applicable law or regulation; and
(c) The policies for the marketing, distribution and sale of the Licensed Products by Rohto shall be of high standards and to the best advantage of the Know-How and Trademarks and that the same shall in no manner reflect adversely upon the good name of OMP, or upon any of its products, the Know-How or the Trademarks. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.
Quality of Licensed Products. 8.01 Licensor shall have the right to determine in its reasonable discretion whether the Licensed Products meet Licensor's standards of merchantability. Licensee agrees to furnish Licensor free of cost for Licensor's written approval as to quality and style, up to two (2) stand-alone, demonstration player stations of each of the Bally Games, up to maximum of six demonstration stations for the Bally Games, capable of running a demonstration of the applicable Bally Game(s), but not able to play any applicable game(s), before the manufacture, sale or distribution (whichever first occurs) of such Licensed Products and the Licensed Products shall not be sold or distributed by Licensee without such written approval. Such demonstration player stations shall be submitted for approval in final form (including all applicable artwork and sound). Licensor may retain such demonstration player stations at its option. Royalties shall not be paid by Licensee on such demonstration player stations. Licensor agrees that it shall use all commercially reasonable efforts to expedite its approval of the first two Licensed Products submitted to it by Licensee under this Agreement. Licensor reserves the right to rescind at any time its approval of any Bally Games used in the Licensed Products, if Licensor determines that Licensee's use does not meet Licensor's reasonable quality standards and Licensee has not cured the deficiency within thirty (30) days of notice to Licensee of the deficiency.
8.02 Licensor shall supply Licensee with up to two Cabinets for each of the Cabinet types listed on Exhibit "B." Licensee and Licensor shall evaluate these Cabinets pursuant to the provisions of Section 1.05. Licensee may retain such Cabinets at its option.
