Restrictions on Conduct of IP Holdcos Sample Clauses

Restrictions on Conduct of IP Holdcos. Except as otherwise permitted pursuant to Section 7.05(i) above, no IP Holdco shall (a) be permitted to have any Indebtedness, Liens, material liabilities or material assets (other than IP Rights), including, without limitation, a restriction on (i) the conduct of such IP Holdco’s business to holding title of all the intellectual property used in the business and operations of the Borrower and its Subsidiaries, and (ii) the disposal of, assignment, or transfer of any of its intellectual property to an unaffiliated third-party during the term of this Agreement (other than non-exclusive licenses to unaffiliated third parties in the ordinary course of business), (b) amend, modify or change its Organization Documents in any manner adverse in any respect to the rights or interests of the Lenders or (c) terminate any License Agreement without the consent of the Required Lenders, as acknowledged by the Administrative Agent, unless all obligations hereunder have been repaid in full and all Commitments hereunder have been terminated.