Licensor/Agent Agreement definition
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and content satisfactory to Agent, by which Agent is given the unqualified right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and content satisfactory to Agent and such Licensor, by which Agent is given the right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s default under any License Agreement with such Licensor.
Licensor/Agent Agreement means an agreement between the Collateral Agent and a Licensor by which the Collateral Agent is given the right, vis-á-vis such Licensor, to enforce the Collateral Agent’s Liens with respect to and to dispose of any Credit Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Credit Party’s default under any License Agreement with such Licensor.
Examples of Licensor/Agent Agreement in a sentence
Except as otherwise disclosed to Agent in writing, all of Borrower’s Inventory is of good and merchantable quality, free from any material defects, and such Inventory is not subject to any License Agreement with any Person that restricts Borrower’s ability to manufacture and/or sell the Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement.
More Definitions of Licensor/Agent Agreement
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and substance reasonably satisfactory to Agent, by which Agent is given the unqualified right, vis-á-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Borrower’s or Canadian Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Borrower’s or Canadian Loan Party’s default under any License Agreement with such Licensor.
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and content satisfactory to Agent in its Permitted Discretion, by which Agent is given the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to and to complete manufacture of and dispose of any Credit Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Credit Party’s default under any License Agreement with such Licensor.
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party’s default under any License Agreement with such Licensor. “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction. 29 074658.00041/136182926v.10074658.00041/150851455v.1 074658.00041/136182926v.11074658.00041/150851455v.4
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the right, vis-a-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party’s default under any License Agreement with such Licensor. “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction. “Lien Waiver Agreement” means an agreement between Agent and a Landlord/Bailee, in form and substance satisfactory to Agent in its Permitted Discretion, by which such Person shall agree to a customary waiver and/or subordination and enforcement standstill as to any liens (statutory, contractual, or otherwise) which such Person may now have or hereafter obtain in any Collateral and agree to provide Agent with customary access rights to such premises and the Collateral located on such premises in order for Agent exercise its rights as a secured creditor with respect to such Collateral. 39 074658.21069/130240014v.3
Licensor/Agent Agreement means an agreement between Agent and a Licensor by which Agent is given the unqualified right, vis-a-vis such Licensor, to enforce Agent's Liens with respect to a Borrower's Inventory irrespective of such Borrower's default under such Borrower's License Agreement with such Licensor (subject only to Agent's payment to such Licensor the amount of royalties that would be payable with respect to a sale of such Inventory if such sale had been concluded by such Borrower under the License Agreement with such Licensor) and which is otherwise in form and substance satisfactory to Agent.
Licensor/Agent Agreement means an agreement between Agent and a Licensor, in form and substance satisfactory to Agent, by which Agent is given the unqualified right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to and to dispose of any Loan Party’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of such Loan Party’s default under any License Agreement with such Licensor. “Lien” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), Charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction. “Lien Waiver Agreement” shall mean an agreement in form and substance satisfactory to Agent which is executed in favor of Agent by a Person that owns or occupies premises at which any Collateral may be located from time to time. “Line Cap” shall mean, as of any date of determination, the lesser of (a) the Maximum Revolving Advance Amount and (b) the Borrowing Base. “Liquidity” shall mean, on any date of determination, an amount equal to: (a) the lesser of (i) the Formula Amount (excluding for purposes of this calculation of Liquidity, Qualified Cash that is included in the Formula Amount pursuant to Section 2.1(a)(y)(i)) and (ii) the Maximum Revolving Advance Amount minus the Maximum Undrawn Amount of all outstanding Letters of Credit, minus Reserves, minus (b) the outstanding amount of Revolving Advances (excluding for the avoidance of doubt, outstanding Letters of Credit), plus (c)
Licensor/Agent Agreement means an agreement between Lender and a Licensor, in form and content satisfactory to Lender in its Permitted Discretion, by which Lender is given the right, vis-a-vis such Licensor, to enforce Lender’s Liens with respect to and to dispose of Borrower’s Inventory with the benefit of any Intellectual Property applicable thereto, irrespective of Borrower’s default under any License Agreement with such Licensor.