Common use of Quality of Licensed Products Clause in Contracts

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. (a) Licensee agrees that the Licensed ---------------------------- Products Product(s) shall be of high standards <PAGE> 11 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 appearancestyle of such product and its cartons and containers shall be subject to Licensor's approval. Prior To this end Licensee shall, before selling or distributing any of the Licensed Product(s), furnish to their initial saleLicensor 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 seven (7) 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 the Commissioner of the LPGA, Licensor free of cost, one (1) representative sample for its written approval, [*] production samples of each of the such Licensed Products, Product(s) together with all labels, tags, 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. Further, Licensor shall have the right to be used therewith, 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 inspection by delivery during the LPGAsame period of time in the same general geographical area for sales throughout the same sales channel. All After samples of the Licensed Products and materials sent to the Commissioner of the LPGA Product(s) have been approved pursuant to this Section 9 paragraph, Licensee shall be accompanied by a cover letter (a copy of which 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 also be forwarded have the right 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 samples if the quality of any Licensed Product ceases to be acceptable. (b) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (c) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be immediately withdrawn from the market. (d) If any changes or materialmodifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, unless Licensee agrees promptly to make such changes or modifications. (e) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and until payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10(b) hereof) with respect to the Licensed Products. (f) Subject to the terms hereof, Licensee may utilize the Licensed Property for such advertising, promotional and display * Confidential Portions Omitted and Filed Separately with the Commission. materials for the Licensed Product Product(s) as in its judgment will best promote the sale of said Licensed Product(s). Licensee agrees that it will not use the Licensed Property or materials is modified any reproduction thereof in any significant advertising, promotional or display material respector in any other manner without Licensor's prior written approval not to be unreasonably withheld. Licensee Without limiting the foregoing no television commercials may be utilized under this License without the specific prior approval of Licensor. In the event that any advertising, promotional or display material submitted to Licensor shall not modify in any significant have been approved, disapproved 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 commented upon within thirty (30) days after receipt thereof by Licensor, then Licensee shall have the LPGA's receipt right to so notify Licensor of such samplefact 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 ten (10) business days after receipt by it of such facsimile or overnight delivery service any items so submitted shall be deemed to have been approved. A reasonable number of production copies of all such advertising, promotional and display materials will be furnished to Licensor free of charge. (g) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (h) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (i) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation pursuant to a separate agreement between Licensee and Warner Bros. Animation, subject to Warner Bros. Animation customary rates. Any payments made to Warner Bros. Animation for such animation shall be in addition to and shall not offset the Consideration set forth in Paragraph 4 above. (j) Licensor's approval of Licensed Product(s) (including without limitation, the Licensed Product(s) themselves as well as promotional, display, and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials, not owned by Licensor.

Quality of Licensed Products. Licensee agrees that the (a) The Licensed ---------------------------- Products shall be of high standards 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. To this end, Licensee shall, before selling or distributing any of the Licensed Products, furnish to Licensor free of cost a sample of each such product together with its cartons and containers, including packaging and wrapping material. The quality and appearancestyle of such product and its cartons and containers shall be subject to Licensor`s approval, which shall not be unreasonably withheld. Prior In the event that any item submitted to their initial saleLicensor shall not have been approved, disapproved or otherwise commented upon within seven (7) days after receipt thereof by Licensor any items so submitted shall be deemed to have been approved. After samples of Licensed Products have been approved pursuant to this Paragraph 12, Licensee shall not depart therefrom in any material respect without Licensor's prior consent. (b) Subject to the terms hereof, Xxxx, for and on behalf of Licensor, and Licensor, individually, grant to Licensee and consent to the use by Licensee of the results and proceeds of Licensor's services under Paragraph 4 hereof for such advertising, promotional and display materials for the Licensed Products as will best promote the sale of said Licensed Products in Licensee's judgment. To this end, Licensee shall furnish to the Commissioner Licensor a copy of the LPGAsuch advertising, free of cost, one (1) representative sample of each of the Licensed Products, together with all labels, tags, cartons promotional and containers (including packaging and wrapping material) to display materials which may be used therewithby Licensee in a national mass consumer advertising medium or in a national consumer promotion campaign including, for inspection but not by way of limitation, all product "tie-in" advertising and promotion campaigns prior to the LPGArelease thereof, which shall be subject to Licensor`s approval, which shall not be unreasonably withheld. All samples pictures and illustrations of Licensor or reproductions of Licensor's voice or direct quotations attributed to Licensor shall likewise be subject to approval of Licensor. In the Licensed Products and event that any materials sent submitted to the Commissioner of the LPGA Licensor shall not have been approved, disapproved or otherwise commented upon within seven (7) days after receipt thereof by Licensor any materials so submitted shall be deemed to have been approved. After said materials have been approved 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 saleParagraph 12, 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 depart therefrom in any significant or material respectrespect without Licensor's prior consent. A reasonable number of production copies of all such advertising, or sell or distribute irregulars or seconds of, any Licensed Product approved by the LPGA pursuant promotional and display materials will be furnished to this Section 9, without the prior written consent Licensor free of the LPGAcharge. Licensee shall, at the LPGA7 of 14 (c) Licensor's written request, periodically send samples rights of Licensed Products approval are hereby restricted solely to the LPGA to confirm Licensee's compliance with the requirements of material and matter covered by this section 9Paragraph 12. Any sample furnished to the LPGA Once such approvals have been obtained further approval need not be obtained for its approval future or consent pursuant to this Section 9 repeat use. No promotion or advertising copy shall be deemed approved and consented unflattering or detrimental to by the LPGA unless Licensee is notified otherwise within thirty (30) days after the LPGA's receipt of such sampleLicensor.

Quality of Licensed Products. (a) Licensee agrees that the Licensed ---------------------------- Products Product(s) shall be of high standards 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 appearancestyle of such product and its cartons and containers shall be subject to Licensor's approval. Prior To this end Licensee shall, before selling or distributing any of the Licensed Product(s), furnish to their initial saleLicensor 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 seven (7) 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 the Commissioner of the LPGA, Licensor free of cost, one (1) representative sample for its written approval, [*] production samples of each of the such Licensed Products, Product(s) together with all labels, tags, 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. Further, Licensor shall have the right to be used therewith, purchase any and all Licensed Products in any quantity at the maximum discount price Licensee charges its best *Confidential Portions Omitted and Filed Separately with the Commission. customer purchasing the same quantity of Licensed Products under the same terms and conditions for inspection by delivery during the LPGAsame period of time in the same general geographical area for sales throughout the same sales channel. All After samples of the Licensed Products and materials sent to the Commissioner of the LPGA Product(s) have been approved pursuant to this Section 9 paragraph, Licensee shall be accompanied by a cover letter (a copy of which 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 also be forwarded have the right 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 samples if the quality of any Licensed Product ceases to be acceptable. (b) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (c) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgement, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be immediately withdrawn from the market. (d) If any changes or materialmodifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, unless Licensee agrees promptly to make such changes or modifications. (e) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and until payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 10(b) hereof) with respect to the Licensed Products. (f) Subject to the terms hereof, Licensee may utilize the Licensed Property for such advertising, promotional and display materials for the Licensed Product Product(s) as in its judgment will best promote the sale of said Licensed Product(s). Licensee agrees that it will not use the Licensed Property or materials is modified any reproduction thereof in any significant advertising, promotional or display material respector in any other manner without Licensor's prior written approval. Licensee Without limiting the foregoing no television commercials may be utilized under this License without the specific prior approval of Licensor. In the event that any advertising, promotional or display material submitted to Licensor shall not modify in any significant have been approved, disapproved 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 commented upon within thirty (30) days after receipt thereof by Licensor, then Licensee shall have the LPGA's receipt right to so notify Licensor of such samplefact 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 ten (10) business days after receipt by it of such facsimile or overnight delivery service any items so submitted shall be deemed to have been approved. A reasonable number of production copies of all such advertising, promotional and display materials will be furnished to Licensor free of charge. (g) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (h) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (i) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Warner Bros. Animation pursuant to a separate agreement between Licensee and Warner Bros. Animation, subject to Warner Bros. Animation customary rates. Any payments made to Warner Bros. Animation for such animation shall be in addition to and shall not offset the Consideration set forth in Paragraph 4 above. (j) Licensor's approval of Licensed Product(s) (including without limitation, the Licensed Products) themselves as well as promotional, display, and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials, not owned by Licensor.

Quality of Licensed Products. (a) Licensee agrees that the Licensed ---------------------------- Products Product(s) shall be of high standards 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 appearancestyle of such product and its cartons and containers shall be subject to Licensor's approval. Prior To this end Licensee shall, before selling or distributing any of the Licensed Product(s), furnish to their initial saleLicensor 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 the Commissioner of the LPGA, Licensor free of cost, one (1) representative sample for its written approval, [*] production samples of each of the such Licensed Products, Product(s) together with all labels, tags, their cartons and containers (including packaging and wrapping material) , to be used therewithensure 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 inspection by delivery during the LPGAsame period of time in the same general geographical area for sales throughout the same sales channel. All After samples of the Licensed Products and materials sent to the Commissioner of the LPGA Product(s) have been approved pursuant to this Section 9 paragraph, Licensee shall be accompanied by a cover letter (a copy of which 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 also be forwarded have the right 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 samples if the quality of any Licensed Product ceases to be acceptable. (b) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product. (c) Licensed Products must conform in all material respects to the final production samples approved by Licensor. If in Licensor's reasonable judgment, the quality of a Licensed Product originally approved has deteriorated in later production runs, or if a Licensed Product has otherwise been altered, Licensor may, in addition to other remedies available to it, require that such Licensed Product be immediately withdrawn from the market. (d) If any changes or materialmodifications are required to be made to any material submitted to Licensor for its written approval in order to ensure compliance with Licensor's specifications or standards of quality, unless Licensee agrees promptly to make such changes or modifications. [*] Confidential portions omitted and until filed separately with the Commission. (e) Licensee shall permit Licensor to inspect Licensee's manufacturing operations, testing and payroll records (including those operations and records of any supplier or manufacturer approved pursuant to Paragraph 11(b) hereof) with respect to the Licensed Products. (f) Subject to the terms hereof, Licensee may utilize the Licensed Property for such advertising, promotional and display materials for the Licensed Product Product(s) as in its judgment will best promote the sale of said Licensed Product(s). Licensee agrees that it will not use the Licensed Property or materials is modified any reproduction thereof in any significant advertising, promotional or display material respector in any other manner without Licensor's prior written approval. Licensee Without limiting the foregoing no television commercials may be utilized under this License without the specific prior approval of Licensor. In the event that any advertising, promotional or display material submitted to Licensor shall not modify in any significant have been approved, disapproved 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 commented upon within thirty (30) days after receipt thereof by Licensor, then Licensee shall have the LPGA's receipt right to so notify Licensor of such samplefact 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 ten (10) business days after receipt by it of such facsimile or overnight delivery service any items so submitted shall be deemed to have been approved. A reasonable number of production copies of all such advertising, promotional and display materials will be furnished to Licensor free of charge. (g) To avoid confusion of the public, Licensee agrees not to associate other characters or properties with the Licensed Property on the Licensed Products or in any packaging, promotional or display materials unless Licensee receives Licensor's prior written approval. Furthermore, Licensee agrees not to use the Licensed Property (or any component thereof) on any business sign, business cards, stationery or forms, nor as part of the name of Licensee's business or any division thereof. (h) Licensee shall use its best efforts to notify its customers of the requirement that Licensor has the right to approve all promotional, display and advertising material pursuant to this Agreement. (i) It is understood and agreed that any animation used in electronic media, including but not limited to animation for television commercials and character voices for radio commercials, shall be produced by Cartoon Network pursuant to a separate agreement between Licensee and Cartoon Network, subject to Cartoon Network customary rates. Any payments made to Cartoon Network for such animation shall be in addition to and shall not offset the Consideration set forth in Paragraph 4 above. (j) Licensor's approval of Licensed Product(s) (including without limitation, the Licensed Products) themselves as well as promotional, display, and advertising materials) shall in no way constitute or be construed as an approval by Licensor of Licensee's use of any trademark, copyright and/or other proprietary materials, not owned by Licensor.