Common use of NO TRANSFER OR INCONSISTENT AGREEMENTS Clause in Contracts

NO TRANSFER OR INCONSISTENT AGREEMENTS. Without the Lender’s prior written consent and except for (i) existing licenses of the Pledged Trademarks to those parties set forth on Schedule B, and (ii) licenses of the Pledged Trademarks granted after the date hereof in the ordinary course of Assignor’s business consistent with its past practices, each Assignor will not (A) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks (except, in each case, as provided by this Agreement or the Loan Agreement) or (B) enter into any agreement (for example, a license agreement) that is inconsistent with any Assignor’s obligations under this Agreement or the Loan Agreement. Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, nothing in this provision is intended to or shall prohibit or prevent any Assignor, in the ordinary course of its business, and consistent with its past practices and the terms of the Loan Agreement, from being permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of, abandon or otherwise allow to lapse any Trademark, Trademark Registration, Trademark Rights, Related Assets or Associated Goodwill. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Lender shall from time to time, upon the request of the respective Assignor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such Assignor shall have certified are appropriate in its judgment to allow it to take any action permitted above.

NO TRANSFER OR INCONSISTENT AGREEMENTS. Without the Lender’s prior written consent and except for (i) existing licenses of the Pledged Trademarks Copyright Collateral to those parties set forth on Schedule B, and (ii) licenses of the Pledged Trademarks Copyright Collateral granted after the date hereof in the ordinary course of Assignor’s business consistent with its past practices, each Assignor will not (A) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks Copyright Collateral (except, in each case, as provided by this Agreement or the Loan Agreement) or (B) enter into any agreement (for example, a license agreement) that is inconsistent with any Assignor’s obligations Obligations under this Agreement or the Loan Agreement. Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, nothing in this provision is intended to or shall prohibit or prevent any Assignor, in the ordinary course of its business, and consistent with its past practices and the terms of the Loan Agreement, from being permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of, abandon or otherwise allow to lapse any Trademark, Trademark Registration, Trademark Copyrights or Copyright Rights, Related Assets or Associated Goodwill. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Lender shall from time to time, upon the request of the respective Assignor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such Assignor shall have certified are appropriate in its judgment to allow it to take any action permitted above.

NO TRANSFER OR INCONSISTENT AGREEMENTS. Without the Lender’s prior written consent and except for (i) existing licenses of the Pledged Trademarks Domain Name Collateral to those parties set forth on Schedule B, B and (ii) licenses of the Pledged Trademarks Domain Name Collateral granted after the date hereof in the ordinary course of each Assignor’s business consistent with its past practices, each Assignor will not (Aa) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks Domain Name Collateral (except, in each case, as provided by this Agreement or the Loan Agreement) ), or (Bb) enter into any agreement (for example, a license agreement) that is inconsistent with any such Assignor’s obligations Obligations under this Agreement or the Loan Agreement. Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, nothing in this provision is intended to or shall prohibit or prevent any Assignor, in the ordinary course of its business, and consistent with its past practices and the terms of the Loan Agreement, from being permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of, abandon or otherwise allow to lapse any Trademark, Trademark Registration, Trademark Domain Name or Domain Name Rights, Related Assets or Associated Goodwill. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Lender shall from time to time, upon the request of the respective Assignor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such Assignor shall have certified are appropriate in its judgment to allow it to take any action permitted above.

NO TRANSFER OR INCONSISTENT AGREEMENTS. Without the Lender’s prior written consent and except for (i) existing licenses, sublicenses, assignments, collaboration agreements, cross licenses and similar arrangements for the use of the Pledged Trademarks Patent Collateral to those parties set forth listed on Schedule B, and (ii) licenses of the Pledged Trademarks Patent Collateral granted after the date hereof in the ordinary course of each Assignor’s business consistent with its past practices, each Assignor Assignors will not (A) mortgage, pledge, assign, encumber, grant a security interest in, transfer, license or alienate any of the Pledged Trademarks Patent Collateral (except, in each case, as provided by this Agreement or the Loan Agreement) Documents), or (B) enter into any agreement (for example, a license agreement) that is inconsistent with any Assignor’s obligations under this Agreement or the Loan Agreement. Notwithstanding anything contained herein to the contrary, so long as no Event of Default shall have occurred and be continuing, nothing in this provision is intended to or shall prohibit or prevent any the Assignor, in the ordinary course of its business, and consistent with its past practices and the terms of the Loan Agreement, from being permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of, abandon or otherwise allow to lapse any TrademarkPatent, Trademark Patent Registration, Trademark Rights, Patent Rights or Related Assets or Associated GoodwillAssets. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Lender shall from time to time, upon the request of the respective Assignor, execute and deliver any instruments, certificates or other documents, in the form so requested, that such the Assignor shall have certified are appropriate in its judgment to allow it to take any action permitted above.