Common use of Bankruptcy Protection Clause in Contracts

Bankruptcy Protection. All rights and licenses granted under or pursuant to this Agreement by Licensor to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code (11 U.S.C. Section 101 et seq.), licenses of rights to "intellectual property" as defined therein. The Parties agree that Licensee, as licensee of such rights, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event that any proceeding shall be instituted by or against Licensor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or Appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions (each a "Proceeding"), Licensee shall have the right to retain and enforce its rights under this Agreement, including but not limited to the following rights: (a) the right to continue to use the Computer Systems and all documentation and other supporting material related thereto, in accordance with the terms and conditions of this Agreement; and (b) the right to a complete duplicate of (or complete access to, as appropriate) all Computer Systems and the source code for the Computer Systems and all embodiments of such, and Licensor shall promptly deliver, or shall promptly cause to be delivered the same to Licensee (i) upon any such commencement of a Proceeding upon written request therefor by Licensee, unless Licensor elects and is permitted to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of Licensor upon written request therefor by Licensee. Licensor shall maintain all Computer Systems in tangible form.

Bankruptcy Protection. All If this Agreement is rejected by Licensor as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the “Code”), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by Licensor in bankruptcy to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code (11 U.S.C. Section 101 et seq.or similar or related provision in the bankruptcy laws of another applicable jurisdiction), licenses of rights to "“intellectual property" ” as defined thereinunder Section 101(35A) of the Code (or similar or related provision in the bankruptcy laws of another applicable jurisdiction). The Parties agree Licensor agrees that Licensee, as licensee following commencement of such rights, a bankruptcy proceeding by or against Licensor under the Code (i) Licensee shall retain and may fully exercise all of its rights and elections as and to the extent set forth under the Bankruptcy Code. The Parties further agree that, in the event that any proceeding shall be instituted by or against Licensor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition and (ii) for purposes of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or Appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any Sections 365(n) of the foregoing actions (each a "Proceeding"Code, upon rejection by the Licensor of this Agreement and the election by Licensee to retain its rights under Section 365(n)(1)(B) of the Code, and following Licensee’s written request therefor, and subject to Licensee’s performance with its obligations and Section 365(n), Licensee shall have be entitled to a complete duplicate of, or complete access to (as appropriate), any such intellectual property and all embodiments of such intellectual property held by Licensor, which, if not already in Licensee’s possession, shall be promptly delivered to Licensee. Licensor further agrees that, in accordance with Section 365(n)(4) of the right to retain Code, unless and enforce its rights under until the Licensor rejects this Agreement, upon written request of Licensee, Licensee shall be entitled to a complete duplicate of, or complete access to (as appropriate), any such intellectual property and all embodiments of such intellectual property held by Licensor. To the extent any rights or licenses granted under this Agreement are not governed by Section 365(n) of the Code, the parties agree that this Agreement is and shall continue to be an executory contract for purposes of Section 365(g) of the Code and similar or related laws in other jurisdictions. Each of Licensor and Licensee, as counterparties to an executory contract, may fully exercise all of their respective rights under the Code or under any similar or related bankruptcy laws of another applicable jurisdiction, including but not limited to the following rights: (a) the Licensee’s right to continue to use exercise the Computer Systems and all documentation and other supporting material related thereto, in accordance with the terms and conditions of this Agreement; and trademark rights licensed hereunder (b) including the right to a complete duplicate of (enforce exclusivity), notwithstanding any rejection or complete access to, as appropriate) all Computer Systems and the source code for the Computer Systems and all embodiments of such, and Licensor shall promptly deliver, or shall promptly cause to be delivered the same to Licensee (i) upon any such commencement of a Proceeding upon written request therefor by Licensee, unless Licensor elects and is permitted to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection assignment of this Agreement by or on behalf Licensor. The foregoing provisions of Licensor upon written request therefor by Licensee. Licensor shall maintain all Computer Systems in tangible formthis Section 21.M are without prejudice to any rights any party may have arising under the Code.

Bankruptcy Protection. All If this Agreement is rejected by Licensor as a debtor under Section 365 of the United States Bankruptcy Code or similar provision in the bankruptcy laws of another jurisdiction (the “Code”), then, notwithstanding anything else in this Agreement to the contrary, all licenses and rights and to licenses granted under or pursuant to this Agreement by Licensor in bankruptcy to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code (11 U.S.C. Section 101 et seq.or similar or related provision in the bankruptcy laws of another applicable jurisdiction), licenses of rights to "“intellectual property" ” as defined thereinunder Section 101(35A) of the Code (or similar or related provision in the bankruptcy laws of another applicable jurisdiction). The Parties agree Licensor agrees that Licensee, as licensee following commencement of such rights, a bankruptcy proceeding by or against Licensor under the Code (i) Licensee shall retain and may fully exercise all of its rights and elections as and to the extent set forth under the Bankruptcy Code. The Parties further agree that, in the event that any proceeding shall be instituted by or against Licensor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition and (ii) for purposes of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or Appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any Sections 365(n) of the foregoing actions (each a "Proceeding"Code, upon rejection by the Licensor of this Agreement and the election by Licensee to retain its rights under Section 365(n)(1)(B) of the Code, and following Licensee’s written request therefor, and subject to Licensee’s performance with its obligations and Section 365(n), Licensee shall have be entitled to a complete duplicate of, or complete access to (as appropriate), any such intellectual property and all embodiments of such intellectual property held by Licensor, which, if not already in Licensee’s possession, shall be promptly delivered to Licensee. Licensor further agrees that, in accordance with Section 365(n)(4) of the right to retain Code, unless and enforce its rights under until the Licensor rejects this Agreement, upon written request of Licensee, Licensee shall be entitled to a complete duplicate of, or complete access to (as appropriate), any such intellectual property and all embodiments of such intellectual property held by Licensor. To the extent any rights or licenses granted under this Agreement are not governed by Section 365(n) of the Code, the parties agree that this Agreement is and shall continue to be an executory contract for purposes of Section 365(g) of the Code and similar or related laws in other jurisdictions. Each of Licensor and Licensee, as counterparties to an executory contract, may fully exercise all of their respective rights under the Code or under any similar or related bankruptcy laws of another applicable jurisdiction, including but not limited to the following rights: (a) the Licensee’s right to continue to use exercise the Computer Systems and all documentation and other supporting material related thereto, in accordance with the terms and conditions of this Agreement; and trademark rights licensed hereunder (b) including the right to a complete duplicate of (enforce exclusivity), notwithstanding any rejection or complete access to, as appropriate) all Computer Systems and the source code for the Computer Systems and all embodiments of such, and Licensor shall promptly deliver, or shall promptly cause to be delivered the same to Licensee (i) upon any such commencement of a Proceeding upon written request therefor by Licensee, unless Licensor elects and is permitted to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection assignment of this Agreement by or on behalf Licensor. The foregoing provisions of Licensor upon written request therefor by Licensee. Licensor shall maintain all Computer Systems in tangible formthis Section 21.L are without prejudice to any rights any party may have arising under the Code.

Bankruptcy Protection. All rights and licenses granted under or pursuant to this Agreement by Licensor to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code (11 U.S.C. Section 101 et seq.), licenses of rights to "intellectual property" as defined therein. The Parties agree that Licensee, as licensee licensees of such rights, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event that any proceeding shall be instituted by or against Licensor seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking an entry of an order for relief or Appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions (each a "Proceeding"), Licensee shall have the right to retain and enforce its rights under this Agreement, including but not limited to the following rights: (a) the right to continue to use the Computer Systems and all documentation and other supporting material related thereto, in accordance with the terms and conditions of this Agreement; and (b) the right to a complete duplicate of (or complete access to, as appropriate) all Computer Systems and the source code for the Computer Systems and all embodiments of such, and Licensor shall promptly deliver, or shall promptly cause to be delivered the same to Licensee (i) upon any such commencement of a Proceeding upon written request therefor by Licensee, unless Licensor elects and is permitted to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of Licensor upon written request therefor by Licensee. Licensor shall maintain all Computer Systems in tangible form.