Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Promptly following entering into or becoming bound by any material inbound license or agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Adicet Bio, Inc.), Loan and Security Agreement (resTORbio, Inc.)

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Consent of Inbound Licensors. Promptly following Prior to Borrower entering into or becoming bound by as a licensee under any material inbound license or agreementagreement (other than over- the-counter software that is commercially available to the public), Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Dyne Therapeutics, Inc.)

Consent of Inbound Licensors. Promptly following Prior to Borrower entering into or becoming bound by as a licensee under any material inbound license or agreementagreement (other than over-the- counter software that is commercially available to the public), Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Werewolf Therapeutics, Inc.)

Consent of Inbound Licensors. Promptly following Prior to entering into or becoming bound by any material inbound license license, the failure, breach or agreementtermination of which could reasonably be expected to have a Material Adverse Effect, each Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on such Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for such Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it that might otherwise be restricted by the terms of the applicable license or agreementlicense, whether now existing or entered into in the future, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Everyday Health, Inc.)

Consent of Inbound Licensors. Promptly following Prior to entering into or becoming bound by any material inbound license or agreementagreement (other than prepackaged licenses or agreements and any agreements regarding leased access to carrier capacity), Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Masergy Communications Inc)

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Consent of Inbound Licensors. Promptly following Prior to entering into or becoming bound by any material inbound license or agreement, the failure, breach or termination of which could reasonably be expected to have a Material Adverse Effect, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (IPC the Hospitalist Company, Inc.)

Consent of Inbound Licensors. Promptly following Prior to entering into or becoming bound by any material inbound license or agreementagreement the failure, breach and/or termination of which could reasonably be expected to have a Material Adverse Effect, Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s 's business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s 's interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Vitalstream Holdings Inc)

Consent of Inbound Licensors. Promptly following Prior to entering into or becoming bound by any material inbound license or agreementagreement (other than ‘off-the-shelf’ or other non-custom, commercially available licenses), Borrower shall: (i) provide written notice to Bank of the material terms of such license or agreement with a description of its likely impact on Borrower’s business or financial condition, subject to any confidentiality obligations to which Borrower is contractually bound; and (ii) in good faith use commercially reasonable efforts to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank 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, provided, however, that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Diamond Eagle Acquisition Corp. \ DE)

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