Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Promptly after entering into or becoming bound by an inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach or termination of which could reasonably be expected to have a Material Adverse Effect, the Loan Parties shall (a) provide written notice to the Administrative Agent and the Lenders of the material terms of such license or agreement with a description of its likely impact on the Loan Parties’ business or financial condition and (b) in good faith take such commercially reasonable actions as the Required Lenders may request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) the applicable Loan Party’s interest in such licenses or contract rights to be deemed Collateral and for the Administrative 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 and (ii) the Administrative Agent and the Required Lenders to have the ability in the event of a liquidation of any of the Collateral to dispose of such Collateral in accordance with the Administrative Agent’s and the Required Lenders’ rights and remedies under this Agreement and the other Loan Documents; provided, however, the failure to obtain any such consent or waiver shall not constitute a Default.

Consent of Inbound Licensors. Promptly after Upon entering into or becoming bound by an any inbound license or agreement (other than over-the-counter software that is commercially available to the publicpublic and license agreements entered into in the ordinary course of an Obligor’s business), the failure, breach breach, or termination of which could reasonably be expected to have cause a Material Adverse Effect, the Loan Parties shall Borrower shall: (ai) provide written notice to the Administrative Agent and the Lenders Bank of the material terms of such license or agreement with a description of its likely impact on the Loan Parties’ applicable Obligor’s business or financial condition within 30 days of entry into such license; and (bii) in good faith take such commercially reasonable actions actions, or ensure the applicable Affiliate Guarantor shall take such actions, as the Required Lenders Bank may reasonably request to obtain the consent of, or waiver by, any Person person whose consent or waiver is necessary for (iA) the applicable Loan Partyan Obligor’s interest in such licenses or contract rights to be deemed Collateral and for the Administrative Agent 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 future, and (iiB) the Administrative Agent and the Required Lenders Bank to have the ability in the event of a liquidation of any of the Collateral to dispose of such Collateral in accordance with the Administrative AgentBank’s and the Required Lenders’ rights and remedies under this Agreement and the other Loan Documents; provided, however, provided that the failure to obtain any such consent or waiver shall not constitute a Defaultdefault under this Agreement.

Consent of Inbound Licensors. Promptly after Upon entering into or becoming bound by an any inbound license or agreement (other than over-the-counter software that is commercially available to the publicpublic and license agreements entered into in the ordinary course of Borrower’s business, including, without limitation, software provided by Xxxxxxxxxx.xxx, Inc.), the failure, breach breach, or termination of which could reasonably be expected to have cause a Material Adverse Effect, the Loan Parties shall Borrower shall: (ai) provide written notice to the Administrative Agent and the Lenders Bank of the material terms of such license or agreement with a description of its likely impact on the Loan Parties’ Borrower’s business or financial condition within thirty (30) days of entry into such license; and (bii) in good faith take such commercially reasonable actions as the Required Lenders Bank may reasonably request to obtain the consent of, or waiver by, any Person person whose consent or waiver is necessary for (iA) the applicable Loan PartyBorrower’s interest in such licenses or contract rights to be deemed Collateral and for the Administrative Agent 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 future, and (iiB) the Administrative Agent and the Required Lenders Bank to have the ability in the event of a liquidation of any of the Collateral to dispose of such Collateral in accordance with the Administrative AgentBank’s and the Required Lenders’ 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 Defaultdefault under this Agreement.

Consent of Inbound Licensors. Promptly after Prior to entering into or becoming bound by an any inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach breach, or termination of which could reasonably be expected to have cause a Material Adverse Effect, the Loan Parties shall Borrower shall: (ai) provide written notice to the Administrative Agent and the Lenders Bank of the material terms of such license or agreement with a description of its likely impact on the Loan Parties’ Borrower’s business or financial condition condition; and (bii) in good faith take such commercially reasonable actions as the Required Lenders Bank may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (iA) the applicable Loan PartyBorrower’s interest in such licenses or contract rights to be deemed Collateral and for the Administrative Agent Bank to have a security interest in it such license or contract right, and to have the power to assign such license or contract rights in connection with an enforcement of remedies, that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future future, and (iiB) the Administrative Agent and the Required Lenders Bank to have the ability in the event of a liquidation of any of the Collateral to dispose of such Collateral in accordance with the Administrative AgentBank’s and the Required Lenders’ rights and remedies under this Agreement and the other Loan Documents; provided, however, so long as Borrower has made such good faith efforts to obtain such consent or waiver, the failure to obtain any such the consent or waiver shall not constitute a Defaultviolation of this Section 6.9.