Licensor Consents Sample Clauses

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. 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. 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. Within 120 days after the Closing Date, the Borrower shall deliver a written consent for each Other Required License (in accordance with Section 7.16).

Licensor Consents. 13 Section 3.09 Motor Vehicles and Other Rolling Stock.........................................13 Section 3.10 Accounts.......................................................................13 Section 3.11 Real Estate....................................................................13 ARTICLE IV COVENANTS.................................................................................14

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. Each of (i) the letter agreement between L.C. Licensing, Inc. and Haggar Closing Co. dated August 31, 2005 (pursuant to which L.C. Licensing, Inc. agreed that the License Agreement by and between L.C. Licensing, Inc. and Haggar Clothing Co., dated effective as of January 1, 2001, as amended and extended pursuant to letter agreement dated March 18, 2005, will continue in full force and effect after the Effective Time until terminated in accordance with its terms) and (ii) the letter agreement between ▇▇▇▇▇▇▇ ▇▇▇▇ Productions (LIC), Inc. and Haggar Clothing Co. dated August 31, 2005 (pursuant to which ▇▇▇▇▇▇▇ ▇▇▇▇ Productions (LIC), Inc. agreed that the License Agreement by and between ▇▇▇▇▇▇▇ ▇▇▇▇ Productions (LIC), Inc. and Haggar Clothing Co. dated as of February 2003, will continue in full force and effect after the Effective Time until terminated in accordance with its terms), shall be in full force and effect as of the Closing Date; provided that this condition shall be deemed to be satisfied if the failure of either of such letter agreements to be in full force and effect is caused by Parent, Merger Sub, the Guarantors or any of their respective affiliates.

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. 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.