Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 20 contracts

Samples: Loan and Security Agreement (Indie Semiconductor, Inc.), Loan and Security Agreement (SendGrid, Inc.), Loan and Security Agreement (SendGrid, Inc.)

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Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 6 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Bazaarvoice Inc), Loan and Security Agreement (Jl Halsey Corp)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 5 contracts

Samples: Loan and Security Agreement (Logicvision Inc), Loan and Security Agreement (Auriga Laboratories, Inc.), Loan and Security Agreement (Aldagen Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 4 contracts

Samples: Loan and Security Agreement (Source Energy Corp /Ut/), Loan and Security Agreement (Iceweb Inc), Loan and Security Agreement (Iceweb Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement other than a license agreement regarding open-source technology, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 4 contracts

Samples: Loan and Security Agreement (Rocket Fuel Inc.), Loan and Security Agreement (Rocket Fuel Inc.), Loan and Security Agreement (Rocket Fuel Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementMaterial Inbound License Agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, ; provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.)

Consent of Inbound Licensors. Prior to After entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) on the next Compliance Certificate delivered to Bank after entering into such material license or agreement, provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) at Bank’s request, in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Evelo Biosciences, Inc.), Loan and Security Agreement (Evelo Biosciences, Inc.), Loan and Security Agreement (Evelo Biosciences, Inc.)

Consent of Inbound Licensors. Prior Other than licenses in the ordinary course, prior to or within a reasonable period of time after entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Evolving Systems Inc), Loan and Security Agreement (Evolving Systems Inc), Loan Agreement (Evolving Systems Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementMaterial Inbound License Agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, ; provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 3 contracts

Samples: Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrowersuch party’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Multimedia Games Inc), Loan and Security Agreement (Multimedia Games Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable best efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such material licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable material license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Us Search Corp Com), Loan and Security Agreement (Us Search Corp Com)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement that is material to a Borrower's business, the applicable Borrower shall: (i) provide written notice to Bank of the material terms of such material license or agreement with a description of its likely impact on such Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for such Borrower’s 's interest in such material licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default or Event of Default under this AgreementAgreement or any other Loan Document.

Appears in 2 contracts

Samples: Loan and Security Agreement (Convio, Inc.), Loan and Security Agreement (Convio, Inc.)

Consent of Inbound Licensors. Prior to After entering into or becoming bound by any material inbound license or agreement, Borrower shall: shall (i) provide written notice on the next Compliance Certificate delivered to Bank after entering into such material license or agreement, provide both a copy of such license or agreement and a summary of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; , and (ii) at Bank’s request, in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Xilio Therapeutics, Inc.), Loan and Security Agreement (Xilio Therapeutics, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (ia) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (iib) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Liquidia Technologies Inc), Loan and Security Agreement (Liquidia Technologies Inc)

Consent of Inbound Licensors. Prior to entering into into, or becoming bound by by, any material inbound license or agreementagreement in the future, Borrower shall: (i) provide written notice to Bank Agent of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank Agent to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the futuretherein, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Security Agreement (Cardlytics, Inc.), Security Agreement (Cardlytics, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementlicense, Borrower Borrowers shall: (i) provide written notice to Bank Agent of the material terms of such license or agreement with a description of its likely impact on Borrower’s Borrowers’ business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank Lenders to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreementlicense, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Trupanion Inc.), Credit Agreement (Trupanion Inc.)

Consent of Inbound Licensors. Prior Except for immaterial licenses entered into in the ordinary course of business, prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Legalzoom Com Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement in the future, Borrower shall: (i) provide written notice to Bank Lender of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank Lender to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the futuretherein, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Biolase, Inc), Loan and Security Agreement (Xplore Technologies Corp)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement in the future, Borrower shall: (i) provide written notice to Bank Lender of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank Lender to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the futuretherein, provided, however, that the a failure to obtain any such consent or waiver and an inadvertent failure to timely notify Lender of such material inbound license agreement or shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Nlight, Inc.), Loan and Security Agreement (Nlight, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower Borrowers shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank Agent to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Term Loan Agreement (RetailMeNot, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable best efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Asyst Technologies Inc /Ca/)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that which might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Viveve Medical, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement that is reasonably likely to have a material impact on Borrowers’ business or financial condition, Borrower Borrowers shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s Borrowers’ business or financial condition; and (ii) in good faith use commercially reasonable efforts take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Inphonic Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (TheRealReal, Inc.)

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Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement in which Borrower is a licensee, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Bazaarvoice Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Safeguard Scientifics Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, which would prohibit, in a manner enforceable under applicable law, Borrower shall: from granting a security interest in such license agreement Borrower shall (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; , and (ii) except for those agreements set forth in the Schedule, in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights license to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreementlicense, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Otonomy, Inc.)

Consent of Inbound Licensors. Prior to After entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Cidara Therapeutics, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, each Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on such Borrower’s business or financial condition; and (ii) upon Bank’s request, in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for such Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Obalon Therapeutics Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower the Borrowers shall: (ia) provide written notice to Bank the Agent of the material terms of such license or agreement with a description of its likely impact on Borrower’s the Borrowers’ business or financial condition; and (iib) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s the Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank the Agent to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: And Term Loan Agreement (RetailMeNot, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower the Borrowers shall: (ia) provide written notice to Bank the Agent of the material terms of such license or agreement with a description of its likely impact on Borrower’s the Borrowers’ business or financial condition; and (iib) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed constitute Collateral and for Bank Borrowers to have grant a security interest therein in it that favor of the Agent, which actions might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: And Term Loan Agreement (RetailMeNot, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementlicense, Borrower Borrowers shall: (i) provide written notice to Bank Lender of the material terms of such license or agreement with a description of its likely impact on Borrower’s Borrowers’ business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank Lender to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreementlicense, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Trupanion Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement material to Borrower's business that might be interpreted to be nonassignable by Borrower or otherwise restrict Borrower from granting a security interest in the same to Bank, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) negotiate in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Integrated Packaging Assembly Corp)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement in which the Borrower is the licensee, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (NeuroMetrix, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement. As used herein, "material license or agreement" means any license or agreement which involves the receipt or payment by Borrower of consideration in excess of $25,000.

Appears in 1 contract

Samples: Loan and Security Agreement (Spy Optic Inc)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementagreement after the Closing Date, Borrower shall: (i) provide written notice to Bank Banlc of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank Banlc to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Olo Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower Borrowers shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s Borrowers’ business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s Borrowers’ interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Proteinsimple)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its fits likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Heat Biologics, Inc.)

Consent of Inbound Licensors. Prior to entering into or becoming bound by any material inbound license or agreementMaterial License, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, including obtaining an executed Consent to Security Interest and Assignment of License Agreement on Bank’s standard form, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Radview Software LTD)

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