By Navient Sample Clauses

By Navient. As of the Effective Time and to the extent not otherwise licensed by SMI to Private ServiceCo pursuant to Section 2.1(k)(iv), Navient and the other members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, transferable, assignable, sublicenseable, worldwide right and license to all (x) Other IP constituting Navient Intellectual Property, (y) Navient Software and (z) Navient Technology, in each case that is owned by Navient or the other members of the Navient Group and is used or held for use in the Pre-Separation Consumer Banking Business, including Intellectual Property, Software and Technology that are an integral part of the Private Loan Servicing Business Systems, but excluding Intellectual Property, Software and Technology that are an integral part of the Excluded Systems (the “Navient Licensed Materials”), and including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, sell, offer to sell, nonexclusively license and sublicense, create derivative works from, and otherwise fully exploit without restriction, the Navient Licensed Materials. Further, as of the Effective Time, Navient and the other members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, non-transferable, non-assignable, non-sublicenseable, worldwide right and license to all Navient Licensed Systems, including the right to reproduce, use, develop, improve, perform, and create derivative works from such Navient Licensed Systems solely for SLM BankCo’s and the other members of the SLM BankCo Group’s internal business purposes. The Navient Licensed Materials and Navient Licensed Systems shall be provided on an “AS IS” basis and without warranty of any kind.
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By Navient. As of the Effective Time and to the extent not otherwise licensed by SMI to PrivateServiceCo pursuant to Section 2.1(k)(iv), Navient and the members of the Navient Group hereby grant to SLM BankCo and the other members of the SLM BankCo Group a non-exclusive, perpetual, royalty-free, transferable, assignable, sublicenseable, worldwide right and license to all (x) Other IP constituting Navient Intellectual Property, (y) Navient Software and (z) Navient Technology, in each case that is used or held for use in the Pre-Separation Consumer Banking Business, including Intellectual Property, Software and Technology that are an integral part of the Private Loan Servicing Business Systems, but excluding Intellectual Property, Software and Technology that are an integral part of the Excluded Systems (the “Navient Licensed Materials”), and including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, sell, offer to sell, nonexclusively license and sublicense, create derivative works from, and otherwise fully exploit without restriction, the Navient Licensed Materials.
By Navient. Navient shall have the right in its sole discretion to transfer or assign its rights and obligations under the Agreement, in whole or in part, upon prompt notice to Servicer, to: (i) one or more Affiliates of Navient; (ii) a purchaser or acquirer of all or substantially all of the capital stock or other equity interests or assets of Navient or any assignee thereof; (iii) an entity with which Navient or any assignee thereof under the Agreement consolidates or merges; or (iv) otherwise pursuant to a Change in Control of Navient.
By Navient. Navient represents and warrants to Servicer, as of the Effective Date and throughout the Master Term and Termination Assistance Period(s) that: (a) Navient is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Navient has the limited liability company power and all licenses, permits, authorizations and approvals (governmental, corporate and otherwise) necessary to carry on its business and perform its obligations under the Agreement. Navient is in compliance with all Laws, which, if compliance with such Laws were not maintained, would have a material adverse impact on Navient’s ability to perform its obligations under the Agreement. The execution and performance of the Agreement and each transaction contemplated hereby has been duly authorized by all limited liability company action and does not and will not contravene any provision of Laws applicable to Navient. The execution or performance of the Agreement by Navient shall not violate the Navient articles of formation or its by-laws or any material contract or other instrument to which it is a party or by which it is bound and shall not violate any outstanding judgment, order, writ, injunction or Laws to which it is subject. (b) The person executing the Agreement on Navient’s behalf is duly authorized to do so, and the Agreement is a legal, valid and binding agreement, enforceable against Navient in accordance with its terms, and subject, as to enforceability, to (i) bankruptcy, insolvency and other similar Laws of general applicability relating to or affecting creditors’ rights now or hereafter in effect, and (ii) general principles of equity. (c) There are no actions, suits, judgments, orders, writs, injunctions rules, regulations, official interpretations or guidelines of any arbitrator or Governmental Authority having jurisdiction over Navient, or proceedings of any kind now pending or, to the best of Navient’s knowledge after diligent inquiry, threatened against Navient, which, if adversely decided would, impair Navient’s ability to carry out its obligations under the Agreement. MASTER TERMS AGREEMENT

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