Inbound and Outbound Licenses. (a) Inbound Licenses. Except as disclosed on Schedule 9.13(a), no Obligor will, nor will it permit any of its Subsidiaries to, become or remain bound by any inbound license agreement requiring any such Person, during any twelve-month period during the term of such license agreement, to make aggregate payments in excess of $1,000,000 for any such individual license or agreement or in excess of $2,000,000 when taken together with all other such licenses agreements, unless (i) no Event of Default has occurred and is continuing and (ii)(x) the Borrower has provided prior written notice to the Collateral Agent of the material terms of such license or agreement with a description of its anticipated and projected impact on the relevant Obligor’s consolidated business or financial condition, (y) such license or agreement has been approved pursuant to the Borrower’s internal customary approval process for inbound licenses, and (z) the Borrower has taken such commercially reasonable actions as the Lender may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Collateral Agent to be granted a valid and perfected Lien on such license agreement (subject to Sections 9-406, 9-407, 9-408 and 9-409 of the NYUCC) for the benefit of the Secured Parties and the right to fully exercise its rights under any of the Loan Documents, including upon the occurrence and continuance of any Event of Default; provided that inbound licenses agreements in the nature of over-the-counter software that is commercially available to the public shall not be prohibited by or subject to this clause (a).
Inbound and Outbound Licenses. Except as set forth on Schedule 8.19(a) to the Disclosure Letter, no Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into or become or remain bound by (x) any Material Contract or (y) any material inbound license agreement, unless no Default or Event of Default has occurred and is continuing (or would reasonably be expected to occur as a result thereof) and the Loan Parties have (i) provided prior written notice to the Administrative Agent of the material terms of such agreement with a description of its anticipated and projected impact on the relevant Loan Party’s business or financial condition and (ii) taken such commercially reasonable actions as the Administrative Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Administrative Agent to be granted a valid and perfected Lien on such agreement and the right to fully exercise its rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure) of the rights, assets or property that is the subject of such agreement; provided, that, inbound license agreements in the nature of over the counter software that are commercially available to the public shall not be prohibited by this clause (a).
Inbound and Outbound Licenses. (a) Except as set forth on Schedule 8.19(a) to the Disclosure Letter, no Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into or become or remain bound by (x) any Material Contract or (y) any material inbound license agreement, unless no Default or Event of Default has occurred and is continuing (or would reasonably be expected to occur as a result thereof) and the Loan Parties have (i) provided prior written notice to the Administrative Agent of the material terms of such agreement with a description of its anticipated and projected impact on the relevant Loan Party’s business or financial condition and (ii) taken such commercially reasonable actions as the Administrative Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Administrative Agent to be granted a valid and perfected Lien on such agreement and the right to fully exercise its rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure) of the rights, assets or property that is the subject of such agreement; provided, that, inbound license agreements in the nature of over the counter software that are commercially available to the public shall not be prohibited by this clause (a).
(b) Except as set forth on Schedule 8.19(b) to the Disclosure Letter, no Loan Party shall, nor shall it permit any of its Subsidiaries to, enter into or become or remain bound by any outbound license of IP Rights unless such outbound license (i) is duly authorized by the Loan Parties (pursuant to their customary approval process) and entered into on an arm’s-length basis, (ii) is entered into for the purpose of Product Commercialization and Development Activities with respect to a Product, (iii) does not otherwise constitute a Disposition prohibited pursuant to this Agreement, (iv) to the extent such IP Rights constitute Collateral, (x) could not reasonably be expected to result in a Material Adverse Effect and (y) does not impair the Administrative Agent from fully exercising its rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure) of the rights, assets or property that is the subject of such license, (v) is not an exclusive license (whether as to use, geography or otherwise) and (vi) is not perpetual or irrevocable.
Inbound and Outbound Licenses. (a) Material Inbound Licenses. Set forth on Schedule 9.13(a) is a list of all Material Inbound Licenses entered into on or prior to the Closing Date that are currently in effect and as to which the Borrower or any of its Subsidiaries is subject. After the Closing Date neither the Borrower nor any of its Subsidiaries shall enter into any Material Inbound License unless (i) such license has been entered into by the Borrower or one of its Subsidiaries, as the case may be, in the ordinary course of business on an arm’s-length basis, on commercially reasonable terms with a non-Affiliated third party, and (ii) the Borrower has provided prior written notice to the Administrative Agent of the material terms of such license or agreement with a description of its anticipated and projected impact on the Borrower’s or such Subsidiary’s business or financial condition, as the case may be.
Inbound and Outbound Licenses. (a) Inbound Licenses. No Obligor will, nor will it permit any of its Subsidiaries to, enter into or become or remain bound by any inbound license agreement requiring any such Person, during any twelve-month period during the term of such license agreement, to make aggregate payments in excess of $2,500,000 when taken together with all other such licenses agreements of any Obligor and all of its respective Subsidiaries (determined on a consolidated basis), unless no Default has occurred and is continuing (or could reasonably be expected to occur as a result thereof) and the Borrower has (i) provided prior written notice to the Administrative Agent of the material terms of such license or agreement with a description of its anticipated and projected impact on the relevant Obligor’s or Subsidiary’s, as applicable, business or financial condition, and (ii) taken such commercially reasonable actions as Administrative Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Administrative Agent and the Lenders to be granted a valid and perfected Lien on such license agreement and the right to fully exercise its rights under any of the Loan Documents in the event of a disposition or liquidation (including in connection with a foreclosure) of the rights, assets or property that is the subject of such license agreement; provided that inbound license agreements in the nature of over the counter software that are commercially available to the public shall not be prohibited by this clause (a).
Inbound and Outbound Licenses. (a) Set forth on Schedule 9.13(a) is a list of all Material Inbound Licenses entered into on or prior to the Closing Date that are currently in effect and as to which the Borrower or any of its Subsidiaries is subject. After the Closing Date no Obligor shall nor any of its Subsidiaries shall enter into any Material Inbound License unless (i) such license has been entered into by such Obligor or one of its Subsidiaries, as the case may be, in the Ordinary Course and is an Arm’s Length Transaction, and (ii) the Borrower has provided prior written notice to the Administrative Agent of the material terms of such Material Inbound License with a description of its anticipated and projected impact on the Borrower’s or such Subsidiary’s business or financial condition, as the case may be.
(b) No Obligor will, nor will it permit any of its Subsidiaries to, enter into or become or remain bound by any outbound license (including any collaboration or development agreement), covenant not to sue or other similar grant of rights under any Material Intellectual Property, except for Permitted Licenses and for such rights granted to the Buyer under the Revenue Interest Purchase Agreement.
Inbound and Outbound Licenses. (i) Section 4.12(b)(i) of the Company Disclosure Letter lists, as of the date hereof, all license agreements and other contracts material to the conduct of Company’s business as it is currently conducted pursuant to which Company has the right to practice, use, copy or otherwise exploit any Intellectual Property owned by third parties (“Inbound Licenses”), provided, however, that Section 4.12(b)(i) of the Company Disclosure Letter need not list Inbound Licenses that are (i) included as “standard equipment” on any computers acquired by Company or (ii) consist of any Open Source Software or standard end-user license contracts for off-the-shelf software not in excess of $5,000 per seat.
(ii) Section 4.12(b)(ii) of the Company Disclosure Letter lists, as of the date hereof, all license agreements and other contracts material to the conduct of Company’s business as it is currently conducted to which Company is bound and pursuant to which any person or entity (other than Company) is authorized to exploit any Company Registered IP or pursuant to which Company granted any rights under any other Intellectual Property owned by Company (“Company-Owned IP”) to any person or entity (the “Outbound Licenses” and, collectively with the Inbound Licenses, the “Intellectual Property Agreements”), provided, however, that Section 4.12(b)(ii) of the Company Disclosure Letter need not list Outbound Licenses that are: (1) standard terms governing third parties’ access to, and use of, Company’s Websites; (2) licenses to Company IP granted in the Ordinary Course of Business pursuant to contracts substantially in the form of one of the forms made available to Buyer; (3) confidentiality or nondisclosure agreements entered into in the Ordinary Course of Business; and (4) agreements with current and former employees, officers, contractors, and consultants of Company entered into in the Ordinary Course of Business.
(iii) With respect to the Intellectual Property Agreements: (A) all are binding and enforceable obligations of Company and, to Company’s Knowledge, the other parties thereto, (B) Company and, to Company’s Knowledge, each other party thereto have performed in all material respects their obligations thereunder and (C) neither Company nor, to Company’s Knowledge, any other party thereto is in material default or material breach of any obligations thereunder. Company has not received written notice that any third party to any Intellectual Property Agreement intends to cancel, ter...
Inbound and Outbound Licenses. (a) Inbound Licenses. Except as set forth on Schedule 9.13(a), no Obligor will, nor will it permit any of its Subsidiaries to, enter into or become or remain bound by any inbound license or agreement unless (i) on the date such license is entered into, no Default or Event of Default has occurred and is continuing, (ii) such Obligor has provided written notice to the Administrative Agent of the material terms of such license or agreement with a description of its anticipated and projected impact on such Obligor’s business or financial condition, and (iii) such Obligor has taken such commercially reasonable actions as the Administrative Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Administrative Agent to be granted a valid and perfected security interest in such license or agreement allowing the Lenders to fully exercise their rights under any of the Loan Documents in the event of a disposition or liquidation of the rights, assets or property that is the subject of such license or agreement; provided that the aggregate consideration paid for all such inbound licenses pursuant to this Section 9.13(a) shall not exceed an amount equal to $2,000,000 per fiscal year; provided further that inbound licenses of over-the-counter software that is commercially available to the public shall not be subject to the provisions of this Section 9.13(a).
Inbound and Outbound Licenses. The Loan Parties shall not, and shall not permit any of their Subsidiaries to, enter into or become bound by any license agreement granting a license (or equivalent right) to third party Intellectual Property, solely to the extent such Intellectual Property is related to Product Commercialization and Development Activities, requiring any Loan Party or any of its Subsidiaries, as the case may be, during any twelve (12) month period during the term of such license agreement, to make aggregate payments in excess of $25,000,000 in respect of such inbound license unless the Borrower has (i) provided prior written notice to the Agent of the material terms of such license or agreement with a description of its anticipated and projected impact on the Borrower’s or such Subsidiary’s, as applicable, business or financial condition and (ii) in the case of a license by a Loan Party, taken such commercially reasonable actions as the Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Agent and the Lenders to be granted a valid and perfected Lien on the rights of such Loan Party pursuant to such license agreement; provided that non-exclusive license agreements in the nature of over the counter or “shrink wrap” software that is commercially available to the public or software licensed under open source licenses shall not be prohibited by this Section 8.14(a).
Inbound and Outbound Licenses
