Common use of Revocation of approval Clause in Contracts

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the quality, appearance or style of the Licensed Product, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or (iii) there is an event or occurrence relating to any player depicted in a Licensed Product which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawal, NBAP shall provide immediate written notice to LICENSEE and LICENSEE shall cease the use of the Licensed Marks and Licensed Attributes in connection with the sale, distribution, advertisement or use of such Licensed Products and, if practicable, such Licensed Product shall immediately be withdrawn from the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph, NBAP and LICENSEE shall negotiate in good faith to provide for a reasonable sell-off period for such Licensed Product and an equitable adjustment to the Minimum Guarantee for such Licensed Product. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines.

Revocation of approval. In the event that: that (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the qualityNBAP, appearance or style of the Licensed Product, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or (iii) there is an event or occurrence relating to any player depicted in a Licensed Product which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawala withdrawal pursuant to (i), NBAP LICENSEE shall provide immediate written notice as soon as practicable cease the printing of such Licensed Product and shall have a six (6) month sell-off period an equitable adjustment to LICENSEE and the minimum guarantee for such Licensed Product. In the event of such a withdrawal pursuant to (ii), LICENSEE shall cease the use advertising of the Licensed Marks and Licensed Attributes in connection with Product and, as soon as practicable, shall cease the sale, distribution, advertisement or use printing of such Licensed Products and, if practicable, such Licensed Product shall immediately be withdrawn from and the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph, NBAP and LICENSEE parties shall negotiate in good faith to provide for a reasonable sell-off period for such Licensed Product. If, in the good faith judgment of NBAP, the sell-off of such Licensed Product and is likely to defame, bring into disrepute, or reflect unfavorably upon NBAP, the NBA, or any of its Member Teams, then LICENSEE shall destroy its remaining inventory of such Licensed Product. In either case, the parties shall also negotiate an equitable adjustment to the Minimum Guarantee minimum guarantee for such Licensed Product. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines.

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the quality, appearance or style of the Licensed ProductNBAP, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or 9 or, (iii) there is an event or occurrence NBAP becomes aware of something relating to any player depicted in a such Licensed Product or LICENSEE which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon the professional, business or personal reputation of NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawal, NBAP shall provide immediate written notice to LICENSEE and LICENSEE shall cease the use of the Licensed Marks and Licensed Attributes in connection with the manufacture, sale, distribution, advertisement or use of such Licensed Products and, if practicable, Product and such Licensed Product shall immediately be withdrawn from the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph(i) above, NBAP and LICENSEE shall negotiate in good faith to provide for a reasonable sell-sell- off period for such Licensed Product and an equitable adjustment to the Minimum Guarantee for such Licensed Product. Within ten (10) days after LICENSEE's receipt of such notice, LICENSEE shall pay all royalties and Minimum Guarantees due NBAP with respect to the Licensed Product for which approval has been revoked. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines. 10. PROMOTIONAL MATERIAL LICENSEE shall not use the Licensed Marks or any reproduction of the Licensed Marks in any advertising, promotion or display material in connection with any product or in any other manner whatsoever without prior written approval from NBAP. Under no circumstance will "lotteries," "games of chance" or any other type of promotion which NBAP believes reflects unfavorably upon the NBA or its Member Teams be approved. All advertising or promotional copy and material depicting or using the Licensed Marks (including display material, catalogs and press releases) shall be submitted for approval well in advance of production (but in no event less than ten (10) business days prior to the start of commercial production) to allow adequate time for NBAP, in its sole discretion, to approve, disapprove or comment upon such materials and for any required changes to be made. By way of example, no television or cinema advertising containing any Licensed xxxx xxx be used unless it has been approved in all stages (i.e., storyboard, production "rough-cut" and final version). Unless otherwise approved by NBAP, any NBA game action photographs or footage that LICENSEE uses in connection with the Licensed Products must be obtained from NBAE and shall be subject to NBAE's search and edit charges and any applicable use fee. Any promotional material submitted that is not approved or disapproved by NBAP within thirty (30) days of its receipt by NBAP shall be deemed approved by NBAP. 11.

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the qualityNBAP, appearance or style of the Licensed Product, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or (iii) there is an event or occurrence relating to any player depicted in a Licensed Product which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawala withdrawal pursuant to (i), NBAP LICENSEE shall provide immediate written notice as soon as practicable cease the printing of such Licensed Product and shall have a six (6) month sell-off period and an equitable adjustment to LICENSEE and the minimum guarantee for such Licensed Product. In the event of such a withdrawal pursuant to (ii), LICENSEE shall cease the use advertising of the Licensed Marks and Licensed Attributes in connection with Product and, as soon as practicable, shall cease the sale, distribution, advertisement or use printing of such Licensed Products and, if practicable, such Licensed Product shall immediately be withdrawn from and the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph, NBAP and LICENSEE parties shall negotiate in good faith to provide for a reasonable sell-off period for such Licensed Product. If, in the good faith judgment of NBAP, the sell-off of such Licensed Product and is likely to defame, bring into disrepute, or reflect unfavorably upon NBAP, the NBA, or any of its Member Teams, then LICENSEE shall destroy its remaining inventory of such Licensed Product. In either case, the parties shall also negotiate an equitable adjustment to the Minimum Guarantee minimum guarantee for such Licensed Product. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines.

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the quality, appearance or style of the Licensed ProductNBAP, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 9 or (iii) there is an event or occurrence NBAP becomes aware of something relating to any player depicted in a such Licensed Product or LICENSEE which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon the professional, business or personal reputation of NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in the reasonable exercise of its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawal, NBAP shall provide immediate written notice to LICENSEE and LICENSEE shall cease the use of the Licensed Marks and Licensed Attributes in connection with the manufacture, sale, distribution, advertisement or use of such Licensed Products and, if practicable, Product and such Licensed Product shall immediately be withdrawn from the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph(i) above, NBAP and LICENSEE shall negotiate in good faith to provide for a reasonable sell-off period for such Licensed Product Product. Within thirty (30) days after LICENSEE's receipt of such notice, LICENSEE shall pay all royalties and an equitable adjustment Minimum Guarantees due NBAP with respect to the Minimum Guarantee Licensed Product for such Licensed Productwhich approval has been revoked. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines.

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a change in the quality, appearance or style of the Licensed ProductNBAP, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or 9 or, (iii) there is an event or occurrence NBAP becomes aware of something relating to any player depicted in a such Licensed Product or LICENSEE which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon the professional, business or personal reputation of NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawal, NBAP shall provide immediate written notice to LICENSEE and LICENSEE shall cease the use of the Licensed Marks and Licensed Attributes in connection with the manufacture, sale, distribution, advertisement or use of such Licensed Products and, if practicable, Product and such Licensed Product shall immediately be withdrawn from the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph(i) above, NBAP and LICENSEE shall negotiate in good faith to provide for a reasonable sell-sell- off period for such Licensed Product and an equitable adjustment advertising and promotion amounts. Within ten (10) day after LICENSEE's receipt of such notice, LICENSEE shall pay all royalties and Minimum Guarantees due NBAP with respect to the Minimum Guarantee Licensed Product for such Licensed Productwhich approval has been revoked. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines. 10. PROMOTIONAL MATERIAL LICENSEE shall not use the Licensed Marks or any reproduction of the Licensed Marks in any advertising, promotion or display material in connection with any product or in any other manner whatsoever without prior written approval from NBAP. Under no circumstance will "lotteries," "games of chance" or any other type of promotion which NBAP believes reflects unfavorably upon the NBA or its Member Teams be approved. All advertising or promotional copy and material depicting or using the Licensed Marks (including display material, catalogs and press releases) shall be submitted for approval well in advance of production (but in no event less than ten (10) business days prior to the start of commercial production) to allow adequate time for NBAP, in its sole discretion, to approve, disapprove or comment upon such materials and for any required changes to be made. By way of example, no television or cinema advertising containing any Licensed xxxx xxx be used unless it has been approved in all stages (i.e., storyboard, production "rough-cut" and final version). Unless otherwise approved by NBAP, any NBA game action photographs or footage that LICENSEE uses in connection with the Licensed Products must be obtained from NBA Entertainment, Inc. ("NBAE") and shall be subject to NBAE's search and edit charges and any additional NBAE licensing fees. Any promotional material submitted that is not approved or disapproved by NBAP within thirty (30) days of its receipt by NBAp shall be deemed approved by NBAP. LICENSEE shall be solely responsible and liable for any advertising and promotional activities conducted and shall ensure that all such activities comply with all applicable laws, regulations and standards in the Territory. 11. DISTRIBUTION; COMPLIANCE (a) LICENSEE shall use its best efforts to distribute and sell, within and throughout the Territory, the Licensed Products in such manner as may be required to meet competition by reputable manufacturers of similar articles. In any ninety (90) day period in which LICENSEE fails to sell or distribute Licensed Products in reasonable commercial quantities, LICENSEE shall be deemed not to have used it best efforts. LICENSEE shall make and maintain adequate arrangements for the distribution and timely delivery of Licensed Products to retailers within and throughout the Territory. In the event NBAP advises LICENSEE that a special promotional effort is to take place in an individual store or chain, LICENSEE shall use its best efforts to sell the Licensed Products to said store or chain. In addition, LICENSEE shall give the Licensed Products wide distribution in the Territory and shall not, subject to the provisions set forth in this Agreement, refrain for any reason from selling Licensed Products to any retail outlet within the Territory that may desire to purchase Licensed Products and whose credit rating and marketing image warrants such sale. (b) If LICENSEE desires to have a third party manufacture or distribute (if permitted under this Agreement) any Licensed Product, LICENSEE must first notify NBAP of the name and address of such third party and of the Licensed Product LICENSEE desires such a third party to manufacture or distribute. Attached as Schedule A is a true and complete list of all third party manufacturers and distributors (if permitted under this Agreement) currently authorized by NBAP. NBAP shall have the right, in its sole discretion, to withhold approval for such third party manufacture or distribution. If NBAP grants approval for such third party manufacture or distribution, it may grant such approval pursuant to an agreement (on a form supplied by NBAP) to be entered into prior to such manufacture or distribution among NBAP, LICENSEE and such manufacturer or distributor which will, among other things, require that the third party manufacturer or distributor be subject to all of the terms and conditions of this Agreement. If NBAP does not require the third party to enter into a separate agreement, LICENSEE must provide NBAP with a copy of its agreement with the third party, which agreement must provide that it is subject to this Agreement. If any of LICENSEE's authorized manufacturers or distributors uses the Licensed Marks for any unauthorized purpose, LICENSEE shall be responsible for, and shall cooperate fully and use its best efforts in stopping, such unauthorized use. Any change by LICENSEE from a third party manufacturer or distributor previously approved by NBAP shall require approval in accordance with this Paragraph. (c) LICENSEE understand and acknowledges the meanings of "Counterfeit Goods" and "Diverted Goods" as set forth in Paragraph 1 above and LICENSEE shall use all commercially reasonable means to prevent the creation of any such goods by it employees, agents, representatives or any others operating under its direction, supervision or control and involving the NBA Marks. Nothing in this Agreement, however, shall be deemed to restrict LICENSEE with respect to its obligation to fulfill orders from customers in accordance with applicable laws. (d) In the event LICENSEE sells or distributes other licensed merchandise of a similar grade or quality as the Licensed Products, but which do not bear any of the Licensed Marks, LICENSEE will not discriminate, in a manner which adversely impacts the Licensed Products, in the granting of commissions or discounts to salesmen, dealers and distributors between the Licensed Products and the licensed products of any third party. LICENSEE may not package the Licensed Products in combination with other products, whether similar or different, without the prior written approval of NBAP. In the event that NBAP believes in good faith that LICENSEE has employed selling or reporting methods which circumvent or reduce the royalty or other payment or reporting obligations contained in this Agreement, NBAP may, in addition to any other rights and remedies it may have, at its option and upon fifteen (15) days' prior written notice, adjust or establish the minimum royalty per unit. (e) LICENSEE shall at all times conduct all aspects of its business in a fair and reasonable manner and in compliance with all shipment tracking, identification and anti-counterfeiting systems and labels that NBAP may establish from time to time and all applicable laws, government rules and regulations, court and administrative decrees and the highest standard of business ethics then prevailing in the industry. LICENSEE shall faithfully comply with and adhere to NBAP's shipping and distribution policies established from time-to- time. LICENSEE shall use its commercially reasonable efforts to ensure that all retailers and authorized distributors purchasing Licensed Products comply with NBAP's anti-counterfeiting systems, labels and shipping and distribution policies established from time to time. (f) It shall be LICENSEE's sole responsibility, at its sole expense, to obtain all approvals (including, but not limited to, approvals of advertising materials) of all governmental authorities which may be necessary in connection with LICENSEE's performance under this Agreement. (g) LICENSEE acknowledges that NBAP intends to offer various NBA and/or Member Team-identified products for sale in an NBAP-owned "showcase" retail store ("NBA Store"). LICENSEE further acknowledges that it will receive a variety of tangible and intangible benefits as a result of having merchandise manufactured by LICENSEE displayed, sold and promoted at the NBA Store. Therefore, LICENSEE shall, in addition to and in consideration for the license granted under this Agreement and in consideration of the benefits it will receive from having merchandise displayed, sold and promoted at the NBA Store, (i) upon the request of NBAP, perform contract manufacturing services for NBAP in connection with the manufacture of products for sale in the NBA Store on terms as mutually agreed upon by NBAP and LICENSEE and (ii) offer Licensed Products to the NBA Store on terms at least as favorable as those offered to LICENSEE's most preferred high- volume customers, including price, priority of delivery, discounts, cooperative or other advertising and promotional allowances and other benefits (regardless of volume). 12.

Revocation of approval. In the event that: (i) the quality, appearance or style of any Licensed Product previously approved by NBAP ceases to be acceptable to NBAP because of a material change in the quality, appearance or style of the Licensed Product, (ii) LICENSEE uses the Licensed Marks improperly or violates any material term of this Paragraph 12 or (iii) there is an event or occurrence relating to any player depicted in a Licensed Product which, in the good faith opinion of NBAP, defames or brings into disrepute, or reflects unfavorably upon NBAP, the NBA or any of its Member Teams, then, in any such event, NBAP shall have the right, in its sole discretion, to withdraw its approval of such Licensed Product. In the event of such withdrawal, NBAP shall provide immediate written notice to LICENSEE and LICENSEE shall cease the use of the Licensed Marks and Licensed Attributes in connection with the sale, distribution, advertisement or use of such Licensed Products Product and, if practicable, such Licensed Product shall immediately be withdrawn from the market and destroyed; provided, however, that in the event of a revocation of approval pursuant to this Paragraph, NBAP and LICENSEE shall negotiate in good faith to provide for a reasonable sell-off period for such Licensed Product and an equitable adjustment to the Minimum Guarantee for such Licensed Product. If there are other Licensed Products for which approval has not been withdrawn under this subparagraph, then this Agreement shall remain in full force and effect as to such other Licensed Products. LICENSEE shall notify NBAP in writing of any Licensed Products deleted from its product lines. 13.