Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Promptly after entering into or becoming bound by any inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach or termination of which could reasonably be expected to cause a Material Adverse Effect, the Borrower shall provide written notice to the Agent of the material terms of such license or agreement with a description of its likely impact on the Borrower’s business or financial condition. The Borrower shall, in good faith, take such actions as the Agent may reasonably request to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (a) the Borrower’s interest in such licenses or contract rights to be deemed Collateral and for the Agent to have, for the benefit of the Lenders, 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 (in each case, only to the extent they constitute Collateral), and (b) the Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with the Agent’s rights and remedies under this Agreement and the other Loan Documents, provided, however, that the failure to obtain any such consent or waiver shall not constitute an Event of Default under this Agreement. 6.18

Consent of Inbound Licensors. Promptly after entering into or becoming bound by any an inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach or termination of which could reasonably be expected to cause have a Material Adverse Effect, the Borrower Loan Parties shall (a) provide written notice to the Administrative Agent and the Lenders of the material terms of such license or agreement with a description of its likely impact on the Borrower’s Loan Parties’ business or financial condition. The Borrower shall, condition and (b) in good faith, faith take such commercially reasonable actions as the Agent Required Lenders may reasonably request to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (ai) the Borrowerapplicable Loan Party’s interest in such licenses or contract rights to be deemed Collateral and for the Administrative Agent to have, for the benefit of the Lenders, 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 (in each case, only to the extent they constitute Collateral), and (bii) the Administrative Agent and the Required Lenders to have the ability in the event of a liquidation of any of the Collateral to dispose of such Collateral in accordance with the Administrative Agent’s and the Required Lenders’ rights and remedies under this Agreement and the other Loan Documents, ; provided, however, that the failure to obtain any such consent or waiver shall not constitute an Event of Default under this Agreement. 6.18a Default.

Consent of Inbound Licensors. Promptly after Prior to entering into or becoming bound by any inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach breach, or termination of which could reasonably be expected to cause a Material Adverse Effect, the Borrower shall shall: (i) provide written notice to the Collateral Agent of the material terms of such license or agreement with a description of its likely impact on the Borrower’s business or financial condition. The Borrower shall, ; and (ii) in good faith, faith take such actions as the Collateral Agent may reasonably request to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (aA) the Borrower’s interest in such licenses or contract rights to be deemed Collateral and for the Collateral Agent to have, for the benefit of the Lenders, 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 (in each case, only to the extent they constitute Collateral)future, and (bB) the Collateral Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with the Collateral Agent’s rights and remedies under this Agreement and the other Loan Documents, provided, however, that the failure to obtain any such consent or waiver shall not constitute an Event of Default a default under this Agreement. 6.18

Consent of Inbound Licensors. Promptly after entering into or becoming bound by any inbound license or agreement (other than over-the-counter software that is commercially available to the public), the failure, breach or termination of which could reasonably be expected to cause a Material Adverse Effect, the Borrower shall provide written notice to the Agent of the material terms of such license or agreement with a description of its likely impact on the Borrower’s business or financial condition. The Borrower shall, in good faith, take such actions as the Agent may reasonably request to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (a) the Borrower’s interest in such licenses or contract rights to be deemed Collateral and for the Agent to have, for the benefit of the Lenders, 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 (in each case, only to the extent they constitute Collateral), and (b) the Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with the Agent’s rights and remedies under this Agreement and the other Loan Documents, provided, however, that the failure to obtain any such consent or waiver shall not constitute an Event of Default under this Agreement. 6.18.