IP License Agreements. This Section 2.9 and the terms hereof shall be subject to the terms and conditions of any IP License Agreement and in the event of a conflict between this Section 2.9 and any IP License Agreement, such IP License Agreement shall control.
IP License Agreements. Borrowers shall have delivered to Administrative Agent (in sufficient copies for each Lender) executed or conformed, certified copies of every IP License Agreement and all amendments and written waivers thereto entered into on or before the Closing Date, as listed on Schedule XI annexed hereto, which IP License Agreements shall be reasonably satisfactory in form and substance to Administrative Agent in all material respects; such IP License Agreements, as so amended or waived, shall be in full force and effect and no material term or condition thereof shall have been further amended, modified or waived after the execution thereof; and no Person shall have failed in any material respect to perform any material obligation or covenant or satisfy any material condition required by such IP License Agreements to be performed or complied with on or before the Closing Date; the Loan Parties shall have delivered evidence reasonably satisfactory in form and substance to Administrative Agent that there is no material Intellectual Property.
IP License Agreements. Seller and Purchasers acknowledge and agree that: (a) as of the date hereof, the term sheets set forth on Exhibit J and Exhibit K reflect the material terms regarding the Patent and Technology License Agreement and Trademark License Agreement, respectively, that the Parties will enter at the Initial Closing, and (b) prior to the Initial Closing and as promptly as practicable following the execution of this Agreement, Seller and Purchaser shall negotiate reasonably and in good faith and finalize the terms of the Patent and Technology License Agreement and Trademark License Agreement, which agreements shall be consistent with the respective term sheets, and to the extent mutually agreed by the Parties, include other commercially reasonable, customary terms, taking into consideration the nature and circumstances of the transactions contemplated by this Agreement. In the event that ABG Purchaser and Seller are unable, despite their reasonable, good faith efforts, to agree upon and enter into a Patent and Technology License Agreement and Trademark License Agreement by the Initial Closing, then the term sheets set forth on Exhibit J and Exhibit K hereto shall serve as the Patent and Technology License Agreement and Trademark License Agreement from and after the Initial Closing in accordance with the terms and conditions set forth therein.
IP License Agreements. WFOE and OpCo shall have entered into Intellectual Property License Agreements in form attached hereto as Exhibit I (“IP License Agreements”).
IP License Agreements. The Parties shall have entered the Patent License Agreement and the Trademark License Agreement.
