Licensor Consents. With respect to any agreements or licenses executed by the Borrowers after the Original Closing Date that would restrict the ability of Agent or its successors and assigns to sell Inventory, or to use any patents, trademarks or other intellectual property in connection with the sale of Inventory, without the consent of the licensor or other third party, the Borrowers shall use their commercially reasonable efforts to obtain written consents (in form reasonably satisfactory to Agent) from such licensors or third parties.
Licensor Consents. Ensure that each new licensing agreement it enters into following the Closing Date that has either pro forma annualized sales in excess of $500,000 or actual annual sales in excess of $500,000 permits the Agent and the Lenders (notwithstanding whether any license agreement is in default or has been terminated) to take possession of, transfer or sell, or cause the Borrower to transfer or sell, any inventory in which the Agent and the Lenders have been granted security interests without any restriction whatsoever which might be otherwise applicable to and contained in any licensing agreements subject only to the obligation to pay earned royalties for inventory actually sold or disposed of hereunder at the applicable percentage of sales royalty rate as may be contained in the applicable license agreements, if any or contains a consent for the Agent to sell inventory which is reasonably acceptable to the Agent; provided, however, that no royalties shall be payable in connection with any such possession, transfer or sale which are based on, or constitute, a minimum, past due or guaranteed royalty rate or otherwise compute the applicable earned royalty rate using criteria other than a percentage of sales for the actual inventory sold as aforesaid.
Licensor Consents. The Company shall use commercially reasonable efforts to obtain the Takeda Consent and the Priligy® Consents, or such revised forms thereof that may hereafter be mutually agreed upon by Parent and the Company as a result of discussions or negotiations with any License Counterparty(ies) following execution of this Agreement, prior to the Closing (without the payment or exchange of any additional consideration).
Licensor Consents. 16 SECTION 3.09. Motor Vehicles and Other Rolling Stock............ 16 SECTION 3.10. Accounts.......................................... 16 SECTION 3.11.
Licensor Consents. Each Grantor has obtained all requisite ----------------- material consents or approvals by the licensor of each License (including each License involving Material Intellectual Property) to which such Grantor is a licensee (other than any consent or approval for any such License that cannot be obtained on or prior to the Closing Date) to effect the assignment of all of such Grantor's right, title and interests thereunder to the Agent or its designee and to effect the sub-license contemplated under Section 6.12 upon and during the continuance of an Event of Default, and such consents are listed on Schedule 10.
Licensor Consents. Not later than 30 days after the Amendment Effective Date, the Agent shall have received licensor consent agreements with respect to each of the license agreements set forth on Schedule 4.01 of the Credit Agreement (to the extent not previously provided), which consents shall be in form satisfactory to the Agent, in its exclusive discretion, and which shall provide, at a minimum, that the applicable licensor under each such license agreement shall provide the Agent notice of any default under, or termination of, such license agreement contemporaneously with any delivery of such notice to the applicable Loan Party thereof. In the event Borrower fails to deliver a required licensor consent by the date set forth herein, any and all inventory associated with the subject licensor shall be deemed ineligible for Borrowing Base purposes.
Licensor Consents. Upon and during the continuance of an Event of Default and after receipt of written notice from the Administrative Agent, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor's right, title and interest thereunder to the Administrative Agent or its designee.
Licensor Consents. In the case of each Material Property License listed in Part II of Schedule 4.14(c), a Licensor Consent with respect thereto;
Licensor Consents. With respect to Loans, the Agent and the Lenders shall be satisfied that the consents from licensors permit the Agent and the Lenders, notwithstanding whether any license agreement is in default or has been terminated, to take possession of, transfer or sell, or cause the Borrower to transfer or sell, inventory in which the Agent and the Lenders have been granted herein first priority, perfected security interests, including, without limitation, the out-of-the ordinary course sale of any such inventory under section 363(b) of the Bankruptcy Code, without any restriction whatsoever which might be otherwise applicable to and contained in any licensing agreements subject only to the obligation to pay earned royalties for inventory actually sold or disposed of hereunder at the applicable percentage of sales royalty rate as may be contained in the applicable license agreements, if any; provided, however, that no royalties shall be payable which are based on, or constitute, a minimum, past due or guaranteed royalty rate or otherwise compute the applicable earned royalty rate using criteria other than a percentage of sales for the actual inventory sold as aforesaid.
Licensor Consents. 71 7.19. Liens..........................................71 7.20. Payment of Pre-Petition Loans..................72
