Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Not more than 10 days after entering into or becoming bound by any material inbound license or similar agreement for the use of intellectual property (for the avoidance of doubt, excluding licenses of open source, over the counter software, prepackaged software and other software that is commercially available to the public), 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) 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 Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that could reasonably be expected to 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.

Consent of Inbound Licensors. Not more than 10 days after Prior to entering into or becoming bound by any material inbound license or similar agreement for the use of intellectual property (for the avoidance of doubt, excluding licenses of open source, over the other than over-the-counter software, prepackaged software and other software that is commercially available to the public), the failure, breach, or termination of which could reasonably be expected to cause a Material Adverse Effect, 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) upon Bank’s request, shall in good faith use take commercially reasonable efforts actions to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (A) Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that could reasonably be expected to might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, and (B) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.