Non-Conforming Products. If any Licensed Product is, in the reasonable judgment of THL, not being manufactured and distributed with the previously approved Quality, THL shall notify Licensee, and Licensee shall promptly repair or change such Licensed Product to conform thereto. If after THL’s request a Licensed Product as repaired or changed does not strictly conform and conformity cannot be obtained after one resubmission, Licensee may only sell the item after removing the Trademarks and Labels and all other forms of identification, including, without limitation, designs exclusive to Licensed Products. If THL finds any Licensed Products in the marketplace that, in THL’s judgement, are inconsistent with approved Quality at the time of their sale, then THL shall notify Licensee thereof and promptly provide such reasonable information with respect thereto as Licensee shall reasonably request. If, after receiving all such information, Licensee fails within ten days to either correct such inconsistencies or remove such Licensed Products from the market, then THL may, at Licensee’s expense, purchase any such Licensed Products.

Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of Borrowers even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Borrowers shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of Borrowers.

Non-Conforming Products. In the event that any Licensed Products are, in the reasonable judgement (which shall include subjective aesthetic considerations and standards) of CKI, not being manufactured, distributed or sold with quality workmanship or in adherence to all details and characteristics furnished by CKI, CKI shall notify the Licensee thereof in writing (“CKI’s Quality Notice”), and the Licensee shall promptly change such Licensed Products then in inventory to conform thereto. If Licensed Products as changed do not thereafter strictly conform and such strict conformity cannot be obtained after one resubmission, such Licensed Products (the “Non-Conforming Products”) shall be disposed of in a way which shall not reduce the value of the Licensed Mark or detract from its reputation. The Licensee shall obtain the express prior written consent of CKI with respect to the terms, conditions and method of their disposal, which may include, without limitation, the destruction of the Non-Conforming Products, the donation of such Non-Conforming Products to eleemosynary institutions, the sale of such Non-Conforming Products in a private sale, with proceeds to be given to charity, or the removal of Labels and other identification prior to sale. CKI may require the Licensee to cease further shipment and sale of such Licensed Products, to recall any Licensed Products that are not substantially or substantively consistent with approved quality standards and/or to purchase at the Licensee’s expense any such substantially or substantively inconsistent Licensed Products found in the marketplace. ​.

Non-Conforming Communications. Lender may rely on any Communication purportedly given by or on behalf of an Obligor even if it was not made in a manner specified herein, incomplete or not confirmed, or if the terms thereof, as understood by the recipient, varied from an earlier Communication or later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic Communication purportedly given by or on behalf of any Obligor.

Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of Borrowers even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Borrowers shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of Borrowers.

Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of Borrowers even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Borrowers shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of Borrowers.

If, # during Manufacture of a Batch and prior to Acceptance, the QA unit specified in the QAA determines that a Batch is Non-Conforming Product, or any Product is determined by either Party to be Non-Conforming Product, SBL shall propose the earliest possible date or dates for the replacement Manufacture of the Batch, ​, if the Parties agree in writing on a date, Manufacture a replacement Batch and deliver to Client the quantity of the Product equivalent to the quantity of Non-Conforming Product that was to be delivered in the original Batch. Before SBL schedules Manufacture of a replacement Batch, the Parties shall confirm that SBL has, or will have, adequate Client Materials to Manufacture such replacement Batch. Except in the event of ​, the remedies contained in [Section 5.8] of this MSA shall be ​ of Client regarding a Non-Conforming Product (provided that Client shall retain its rights to indemnification under Section 13) and any Non-Conforming Product from an individual Batch shall ​.

Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of Borrowers even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Borrowers shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of Borrowers.

Non-Conforming Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of any Obligor even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of an Obligor.

Non-Conforming Products. Under no circumstances shall Licensee be permitted to # sell Licensed Products that have not been approved in accordance with Section 6.3 above or are in any way non-conforming as to style or quality; or # advertise or promote the Trademarks during the Disposal Period without THL’s prior approval. The sell-off of Licensed Products shall be subject to all of Licensee’s obligations hereunder, including, but not limited to, royalty payment obligations.