Licensee Consent Clause Samples
The Licensee Consent clause establishes that the licensee must provide explicit approval before certain actions or changes related to the agreement can take place. Typically, this clause applies to situations such as amendments to the contract, assignment of rights, or sublicensing, where the licensor seeks the licensee's agreement before proceeding. By requiring the licensee's consent, the clause ensures that the licensee retains control over significant decisions that may affect their rights or obligations, thereby protecting their interests and preventing unilateral changes by the licensor.
Licensee Consent. Prior to entering into or becoming bound by any exclusive inbound Intellectual Property license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach, or termination of which would reasonably be expected to cause a Material Adverse Effect, the applicable Loan Party shall: (a) provide written notice to the Administrative Agent of the material terms of such license or agreement; and (b) to the extent reasonably requested by the Administrative Agent, use commercially reasonable efforts 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 to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with the Administrative Agent’s rights and remedies under this Agreement and the other Loan Documents.
Licensee Consent. Prior to entering into or becoming bound by any inbound Intellectual Property license or agreement (other than over-the-counter software that is commercially available to the public), the breach or termination of which would reasonably be expected to cause a Material Adverse Effect, the applicable Loan Party shall: (a) provide written notice to the Administrative Agent of the material terms of such license or agreement; and (b) to the extent reasonably requested by the Administrative Agent, 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 license or agreement 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, and (ii) the Administrative Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with the Administrative Agent’s rights and remedies under this Agreement and the other Loan Documents.
Licensee Consent. At the Closing, the Seller shall deliver to the Buyer a duly executed agreement from Licensee in the form Delivered by the Seller (the “Licensee Consent”).
Licensee Consent. The Licensee Consent (a) has been obtained on or prior to the date hereof and (b) has, to the Knowledge of Seller, been duly executed and delivered by the Licensee, and, to the Knowledge of Seller, constitutes a legal, valid and binding obligation of the Licensee, enforceable against the Licensee in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally. ARTICLE V
Licensee Consent. At the Closing, the Seller shall deliver to the Buyer a consent letter, in substantially the form attached hereto as Exhibit D (the “Licensee Consent”), duly executed by the Seller and Licensee to be acknowledged by the Buyer, pursuant to which Licensee (i) consents to the sale of the Purchased Receivables pursuant to this Agreement, (ii) consents to the assignment of rights in and to the Shared Rights pursuant to this Agreement, and (iii) agrees to pay the Purchased Receivables directly to the account specified by Buyer in accordance with the Licensee Instruction Letter to be delivered to Licensee at the Closing.
Licensee Consent. The Company shall have delivered to the Investor a consent and instruction letter, in substantially the form attached hereto as Exhibit H (the “Licensee Consent”), duly executed by the Company and Licensee.
Licensee Consent. The Company shall have received from Licensee the Licensee Consent, duly executed by the Company and Licensee.
Licensee Consent. At the Closing, the Seller shall deliver to the Buyers a consent letter, in substantially the form attached hereto as Exhibit C (the “Licensee Consent”), duly executed by the Seller and the Licensee to be acknowledged by the Buyer Representatives, pursuant to which the Licensee agrees that the Seller may provide to each Buyer following the Closing copies of all Royalty Reports, Progress Reports, and other material notices and correspondence relating to the Royalty Payments or the Licensed Products that are delivered by the Licensee to the Seller pursuant to the terms of, or in respect of, the License Agreement.