Common use of Inbound and Outbound Licenses Clause in Contracts

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. (a) Inbound Licenses. Except as disclosed on Schedule 9.13(a), no 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 that would not qualify as a Permitted License or that would require any such PersonObligors (individually or collectively), during any twelve-month period during the term of such license agreement, to make aggregate payments in excess of $1,000,000 500,000 for any such individual license or agreement or in excess of $2,000,000 1,000,000 when taken together with all other such licenses agreementsagreements of the any Obligor and all of its respective Subsidiaries (determined on a consolidated basis), unless (i) no Event of Default has occurred and is continuing (or could reasonably be expected to occur as a result thereof) and (ii)(x) the Borrower has (i) provided prior written notice to the Collateral 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 consolidated or Subsidiary’s 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 (zii) the Borrower has taken such commercially reasonable actions as the Lender Administrative Agent may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Collateral Administrative 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 DocumentsDocuments in the event of a disposition or liquidation (including in connection with a foreclosure) of the rights, including upon assets or property that is the occurrence and continuance subject of any Event of Defaultsuch license agreement; provided that inbound licenses license agreements in the nature of over-the-over the counter software that is are commercially available to the public shall not be prohibited by or subject to this clause (a).