Common use of ASSIGNEE'S RIGHTS AND REMEDIES Clause in Contracts

ASSIGNEE'S RIGHTS AND REMEDIES. (a) Assignee shall have all rights and remedies available to it under the Security Agreement, the other Documents and applicable law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Assignor agrees that such rights and remedies include, but are not limited to, the right of Assignee as a secured party to sell or otherwise dispose of its collateral after default pursuant to the UCC. Assignor agrees that Assignee shall at all times have such royalty free licenses, to the extent permitted by law and to the extent of Assignor's rights therein, for any Intellectual Property Collateral that shall be reasonably necessary to permit the exercise of any of Assignee's rights or remedies upon or after the occurrence of an Event of Default and shall additionally have the right to license and/or sublicense any Intellectual Property Collateral upon or after the occurrence of an Event of Default, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Assignee in its sole discretion shall determine. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Assignee shall have the right but shall in no way be obligated to bring suit, or to take such other action as Assignee deems necessary or advisable, in the name of the Assignor or Assignee, to enforce or protect any of the Intellectual Property Collateral, in which event the Assignor shall, at the request of Assignee, do any and all lawful acts and execute any and all documents required by Assignee in aid of such enforcement. To the extent that Assignee shall elect not to bring suit to enforce such Intellectual Property Collateral, Assignor agrees to use all reasonable measures and its diligent efforts, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation or violations thereof by others and for that purpose agrees diligently to maintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral the application of which is not otherwise provided for herein, shall be applied as provided in the Security Agreement.

ASSIGNEE'S RIGHTS AND REMEDIES. (a) Assignee shall have all rights and remedies available to it under the Security Agreement, the other Documents and applicable law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Assignor agrees that such rights and remedies include, but are not limited to, the right of Assignee as a secured party to sell or otherwise dispose of its collateral after default pursuant to the UCC. Assignor agrees that Assignee shall at all times have such royalty free licenses, to the extent permitted by law and to the extent of Assignor's rights therein, for any Intellectual Property Collateral that shall be reasonably necessary to permit the exercise of any of Assignee's rights or remedies upon or after Upon the occurrence of an Event of Default and shall additionally have under the right to license and/or sublicense any Intellectual Property Collateral upon or after the occurrence of an Event of Default, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Assignee in its sole discretion shall determine. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of DefaultLoan Agreement, Assignee shall have the right but following rights and remedies, in addition to those existing at law or in equity: (A) Assignee may, at its option, upon written notice to Landlord and Assignor, assume the Lease and occupy the Premises. Upon exercise of this option, Assignee shall be deemed to be substituted as the tenant under the Lease in no way the place and stead of Assignor and shall be obligated deemed to bring suithave assumed expressly all of the terms, or covenants and obligations of the Lease theretofore applicable to take such other action as Assignee deems necessary or advisableAssignor and shall likewise be entitled to enjoy all of the rights and privileges granted to Assignor under the terms and conditions of the Lease. Notwithstanding the foregoing, in the name event Assignee exercises its rights under this section, Assignor shall remain obligated under the Lease; it being understood and agreed that any security deposit by Assignor shall remain the property of Assignor; (B) Assignee may, at its option, reassign, by public or private sale, all its rights herein to possession of the Assignor or Assigneeleasehold. If Assignee exercises its right to reassign through public sale, such sale shall be conducted according to enforce or protect the Applicable UCC and shall be made only to a commercially reasonable tenant. If reassignment is made through a private sale, it shall likewise be conducted according to the Applicable UCC. All prospective tenants shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld. In any reassignment, the new tenant shall be bound by all terms of the Intellectual Property Collateralreassigned Lease and shall be required as a condition of sale to provide the security deposit originally provided for in the Lease. In the event of a reassignment hereunder, in which event Assignor shall remain liable to Landlord for all damages (including reasonable attorneys’ fees) sustained by Landlord; and (C) So long as Assignee shall not have exercised its option to take possession of the Premises under the foregoing provisions, Assignee shall not be liable for rent or any other obligations under the Lease, and Assignor shall, at the request of Assignee, do any shall remain liable for such rent and obligations. Assignor shall be liable to Assignee for all lawful acts and execute any and all documents required payments made by Assignee in aid of such enforcementfor rent and other Lease obligations. To the extent that Assignee Such sums shall elect not to bring suit to enforce such Intellectual Property Collateral, Assignor agrees to use be secured by all reasonable measures and its diligent efforts, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation or violations thereof by others and for that purpose agrees diligently to maintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral securing the application of which is not otherwise provided for herein, shall be applied Loan as provided in the Security AgreementLoan Documents and shall bear interest at the accrual rate payable on the Loan as provided in the Note. The parties acknowledge that such payments may include the reasonable expenses of foreclosure.