Seller Licenses definition
Examples of Seller Licenses in a sentence
Law or any award, order, writ, decree, injunction, or judgment issued by any arbitrator or Governmental Authority with competent jurisdiction over the Seller Licenses will be in effect that enjoins or prohibits the consummation of the transactions contemplated hereby.
Except as set forth in Section 3.5(c)(ii) of the Seller Disclosure Schedule, no Governmental Authority has, to Seller’s knowledge, threatened to terminate or suspend any of the Seller Licenses, and there are no Third Party claims of any kind that have been asserted in writing, or to the knowledge of Seller, not in writing, with respect to any of the Seller Licenses that, if successful, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Each of the Seller Licenses is free and clear of all Liens, other than (A) the Secured Notes Liens; or (B) any leases or other arrangements with any Affiliates of Seller or other third parties set forth on Section 3.5(a) of the Seller Disclosure Schedule.
Without limiting the foregoing, Seller will not, nor permit its applicable Subsidiaries to, seek the modification of any Seller Licenses without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed).
Without limiting the foregoing, (i) Trust will not seek the modification of any Seller Licenses without the prior written consent of Purchaser and Seller and (ii) each Party will cooperate with each other and use reasonable best efforts to maintain the validity and all rights, title, interests, and priorities of the Seller Licenses, and Trust will act at Purchaser’s direction, in respect of any necessary and appropriate steps contemplated by this Section 6.2(b)(iii).