Consent to License Agreement Sample Clauses

Consent to License Agreement. The Secured Parties covenant and agree with the Grantor that in the event that the Secured Parties exercise their rights hereunder and the Collateral is sold to a third party, the Secured Parties shall use commercially reasonable efforts to (i) ensure that such third party purchaser of any of the Collateral licensed under the License Agreement agrees to be bound by the terms and conditions thereof, until the expiration or termination thereof, and (ii) ensure that such third-party purchaser shall agree to use commercially reasonable efforts to ensure that all subsequent transferees of any of the Collateral licensed under the License Agreement shall agree to be bound by the terms and conditions of the License Agreement, until the expiration or termination thereof.
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Consent to License Agreement. The Collateral Agent covenants and agrees with the Grantor that in the event that the Collateral Agent for the benefit of the Secured Parties exercises its rights hereunder and the Collateral is sold to a third party, the Collateral Agent shall use commercially reasonable efforts to (i) ensure that such third party purchaser of any of the Collateral licensed under the License Agreement agrees to be bound by the terms and conditions thereof, until the expiration or termination thereof, and (ii) ensure that such third-party purchaser shall agree to use commercially reasonable efforts to ensure that all subsequent transferees of any of the Collateral licensed under the License Agreement shall agree to be bound by the terms and conditions of the License Agreement, until the expiration or termination thereof.
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Consent to License Agreement. Notwithstanding any prohibition or contrary provision contained in the Loan Agreement, Lenders hereby consent to VTV LLC entering into the License Agreement and performing its obligations thereunder, and for all purposes the License Agreement shall be a Permitted Transfer under the Loan Agreement.
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Consent to License Agreement. With reference to Section 13.05 of the Indenture, the Joint Collateral Agent and the Trustee hereby (a) consent to the Company, its Domestic Subsidiaries and the Existing Credit Facility Agent entering into the License Agreement, dated as the date hereof, pursuant to which the Company and its Domestic Subsidiaries have, among other things, granted to the Existing Credit Facility Agent a license to use certain intellectual property and other rights of the Company and its Domestic Subsidiaries and (b) agree that the enforcement by the Joint Collateral Agent of any rights with respect to such intellectual property and other rights shall not impair the Existing Credit Facility Agent's (or any successor Credit Facility Agent's) exercise of its rights under such License Agreement. Notwithstanding the foregoing, the consent of the Joint Collateral Agent and the Trustee to such License Agreement shall only apply to the extent that such License Agreement provides for a non-exclusive royalty-free license to the Credit Facility Agent to use certain of the Company's and its Domestic Subsidiaries' inventions and the intellectual property rights embodied therein, certain inventions and intellectual property licensed to the Company and its Domestic Subsidiaries, in connection with the enforcement of its security interest upon any inventory constituting collateral of the Existing Credit Facility Agent.
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Consent to License Agreement. Subject to timely receipt of the consideration pursuant to ‎ARTICLE 6, RedHill, for itself and any Affiliates that it may have and for the benefit of Salix, hereby consents to the License Agreement and waives any and all rights of first refusal that it may have, whether under Section 4.2 of the ROFR Agreement, any other contract or agreement between it and any of the Inventors or any Listed Affiliate, Section 13.2 of the Asset Purchase Agreement, any other contract or agreement between it and Giaconda or any of its Affiliates, or otherwise, in respect of the licenses and other rights granted by the Inventors to Salix under the License Agreement or that would limit, qualify or restrain the right and ability of the Inventors fully and faithfully to perform each and every one of their obligations under the License Agreement.
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Related to Consent to License Agreement

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • Exclusive Agreement Executive represents and warrants to the Company that there are no agreements or arrangements, whether written or oral, in effect which would prevent Executive from rendering his exclusive services to the Company during the Term.

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