Common use of Licensor Consents Clause in Contracts

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. Ensure that each new licensing agreement it enters into following the Closing Date that has either pro forma 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; providedPROVIDED, howeverHOWEVER, 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.