Common use of Consent of Inbound Licensors Clause in Contracts

Consent of Inbound Licensors. Upon entering into or becoming bound by any inbound license agreement (other than over-the-counter software that is commercially available to the public and license agreements entered into in the ordinary course of an Obligor’s business), the failure, breach, or termination of which could reasonably be expected to cause 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 the applicable Obligor’s business or financial condition within 30 days of entry into such license; and (ii) in good faith take such actions, or ensure the applicable Affiliate Guarantor shall take such actions, as Bank may reasonably request to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (A) an Obligor’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, and (B) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents; provided that the failure to obtain any such consent or waiver shall not constitute a default under this Agreement.

Consent of Inbound Licensors. Upon 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 and license agreements entered into in the ordinary course of an Obligor’s businesspublic), the failure, breach, breach or termination of which could reasonably be expected to cause have a Material Adverse Effect, Borrower shall: the Loan Parties shall (ia) provide written notice to Bank the Administrative Agent and the Lenders of the material terms of such license or agreement with a description of its likely impact on the applicable Obligor’s Loan Parties’ business or financial condition within 30 days of entry into such license; and (iib) in good faith take such actions, or ensure commercially reasonable actions as the applicable Affiliate Guarantor shall take such actions, as Bank Required Lenders may reasonably request to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (Ai) an Obligorthe applicable Loan Party’s interest in such licenses or contract rights to be deemed Collateral and for Bank the Administrative Agent 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, future and (Bii) Bank 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 Bankthe Administrative Agent’s and the Required Lenders’ rights and remedies under this Agreement and the other Loan Documents; provided that provided, however, the failure to obtain any such consent or waiver shall not constitute a default under this AgreementDefault.

Consent of Inbound Licensors. Upon 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 and license agreements entered into in the ordinary course of an Obligor’s businesspublic), the failure, breach, or termination of which could reasonably be expected to cause 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 the applicable ObligorBorrower’s business or financial condition within 30 days of entry into such licensecondition; and (ii) in good faith take such actions, or ensure the applicable Affiliate Guarantor shall take such actions, actions as Bank may reasonably request to obtain the consent of, or waiver by, any person Person whose consent or waiver is necessary for (A) an ObligorBorrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in it such license or contract right, and to have the power to assign such license or contract rights in connection with an enforcement of remedies, that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, and (B) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents; provided that provided, however, so long as Borrower has made such good faith efforts to obtain such consent or waiver, the failure to obtain any such the consent or waiver shall not constitute a default under violation of this AgreementSection 6.9.