Common use of Grant of Collateral License Clause in Contracts

Grant of Collateral License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to the extent reasonable to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the fullest extent of the Grantors’ rights to grant a license or sublicense thereof, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use any of the furniture, Equipment, General Intangibles, Instruments, Documents, Intellectual Property and Licenses (collectively, “Licensed Assets”) now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof (the “Collateral License”); provided, that such Collateral License may not be sub-licensed or transferred to any other Person except (a) a sublicense to any agent of the Collateral Agent that is acting for and on behalf of the Collateral Agent, which sublicense shall be for the sole purpose of exercising the rights and remedies of the Collateral Agent under Article VI hereof or (b) any successor Collateral Agent pursuant to Section 9.06 of the Credit Agreement. For the avoidance of doubt, the Collateral License does not permit the Collateral Agent or any other Credit Party to (x) sell, assign or otherwise transfer ownership in any Licensed Assets or (y) encumber, license, sublicense or impair any Intellectual Property or Licenses (in each case, other than in connection with the Disposition of Collateral that may include a printed, stamped or otherwise applied trademark or other xxxx of any Grantor). In addition to the foregoing grant of the Collateral License, the Grantors hereby acknowledge and agree that none of the Collateral Agent, the other Credit Parties or any agent thereof shall be required, prior to Disposing of or as a condition to the Disposition of all or any portion of the Collateral during the exercise of remedies after an Event of Default, to remove, deface or otherwise dispose of any trademark or other Intellectual Property of the Grantors that may be printed upon, stamped upon, adhered to by application of stickers or otherwise or otherwise incorporated as part of any Collateral. For the avoidance of doubt, subject to the restrictions expressly provided above, the Collateral License permits the Collateral Agent and its agents to access and use, solely in the exercise of rights and remedies under Article VI hereof, all the Grantors’ databases and data compilations in which all or any portion of any Collateral Data is stored.

Grant of Collateral License. For Without limiting the rights of the Collateral Agent as the holder of a Lien on the Intellectual Property Collateral, for the purpose of enabling the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, to the extent reasonable to exercise rights and remedies under Article VI VIII hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants and re-grants to the Collateral Agent, to the fullest extent of the Grantors’ rights to grant a license or sublicense thereof, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use use, assign, license or sublicense any of the furniture, Equipment, General Intangibles, Instruments, Documents, Intellectual Property and Licenses (collectively, “Licensed Assets”) Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof (the “Collateral License”); provided, that such Collateral License may not be sub-licensed or transferred to any other Person except (a) a sublicense to any agent of the Collateral Agent that is acting for and on behalf of the Collateral Agent, which sublicense shall be for the sole purpose of exercising the rights and remedies of the Collateral Agent under Article VI hereof or (b) any successor Collateral Agent pursuant to Section 9.06 of the Credit Agreement. For the avoidance of doubt, the Collateral License does not permit the Collateral Agent or any other Credit Party to (x) sell, assign or otherwise transfer ownership in any Licensed Assets or (y) encumber, license, sublicense or impair use any Intellectual Property or Licenses (that is licensed to the Lead Borrower under the Trademark License Agreement in each case, other than in connection a manner inconsistent with the Disposition terms of Collateral that may include a printed, stamped or otherwise applied trademark or other xxxx of any Grantor)the Trademark License Agreement. In addition to the foregoing grant of the Collateral License, the Grantors hereby acknowledge and agree that none of the Collateral Agent, the other Credit Parties or any agent thereof shall be required, prior to Disposing of or as a condition to the Disposition of all or any portion of the Collateral during the exercise of remedies after an Event of Default, to remove, deface or otherwise dispose of any trademark or other Intellectual Property of the Grantors that may be printed upon, stamped upon, adhered to by application of stickers or otherwise or otherwise incorporated as part of any Collateral. For the avoidance of doubt, subject to the restrictions expressly provided above, the Collateral License permits the Collateral Agent and its agents to access and use, solely in the exercise of rights and remedies under Article VI VIII hereof, all the Grantors’ databases and data compilations in which all or any portion of any Collateral Data is stored.

Grant of Collateral License. For ForWithout limiting the rights of the Collateral Agent as the holder of a Lien on the Intellectual Property Collateral, for the purpose of enabling the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, to the extent reasonable to exercise rights and remedies under Article VI VIVIII hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the fullest extent of the Grantors’ rights to grant a license or sublicense thereof, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use use, assign, license or sublicense any of the furniture, Equipment, General Intangibles, Instruments, Documents, Intellectual Property and Licenses (collectively, “Licensed Assets”) Assets”)Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof (the “Collateral License”); provided, that such Collateral License may not be sub-licensed or transferred to any other Person except (a) a sublicense to any agent of the Collateral Agent that is acting for and on behalf of the Collateral Agent, which sublicense shall be for the sole purpose of exercising the rights and remedies of the Collateral Agent under Article VI hereof or (b) any successor Collateral Agent pursuant to Section 9.06 of the Credit Agreement. For the avoidance of doubt, the Collateral License does not permit the Collateral Agent or any other Credit Party to (x) sell, assign or otherwise transfer ownership in any Licensed Assets or Assets, (y) encumber, license, sublicense or impair any Intellectual Property or Licenses (in each case, other than in connection with the Disposition of Collateral that may include a printed, stamped or otherwise applied trademark or other xxxx of any Grantor)) or (z) use any Intellectual Property that is licensed to the Lead Borrower under the Trademark License Agreement in a manner inconsistent with the terms of the Trademark License Agreement. In addition to the foregoing grant of the Collateral License, the Grantors hereby acknowledge and agree that none of the Collateral Agent, the other Credit Parties or any agent thereof shall be required, prior to Disposing of or as a condition to the Disposition of all or any portion of the Collateral during the exercise of remedies after an Event of Default, to remove, deface or otherwise dispose of any trademark or other Intellectual Property of the Grantors that may be printed upon, stamped upon, adhered to by application of stickers or otherwise or otherwise incorporated as part of any Collateral. For the avoidance of doubt, subject to the restrictions expressly provided above, the Collateral License permits the Collateral Agent and its agents to access and use, solely in the exercise of rights and remedies under Article VI VIVIII hereof, all the Grantors’ databases and data compilations in which all or any portion of any Collateral Data is stored.

Grant of Collateral License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to the extent reasonable to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the fullest extent of the Grantors’ rights to grant a license or sublicense thereof, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use any of the furniture, Equipment, General Intangibles, Instruments, Documents, Intellectual Property and Licenses (collectively, “Licensed Assets”) now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof (the “Collateral License”); provided, that such Collateral License may not be sub-licensed or transferred to any other Person except (a) a sublicense to any agent of the Collateral Agent that is acting for and on behalf of the Collateral Agent, which sublicense shall be for the sole purpose of exercising the rights and remedies of the Collateral Agent under Article VI hereof or (b) any successor Collateral Agent pursuant to as otherwise expressly provided in Section 9.06 of the Credit Agreement7.04. For the avoidance of doubt, the Collateral License does not permit the Collateral Agent or any other Credit Party to (x) sell, assign or otherwise transfer ownership in any Licensed Assets or (y) encumber, license, sublicense or impair any Intellectual Property or Licenses (in each case, other than in connection with the Disposition of Collateral that may include a printed, stamped or otherwise applied trademark or other xxxx mark of any Grantor). In addition to the foregoing grant of the Collateral License, the Grantors hereby acknowledge and agree that none of the Collateral Agent, the other Credit Parties or any agent thereof shall be required, prior to Disposing of or as a condition to the Disposition of all or any portion of the Collateral during the exercise of remedies after an Event of Default, to remove, deface or otherwise dispose of any trademark or other Intellectual Property of the Grantors that may be printed upon, stamped upon, adhered to by application of stickers or otherwise or otherwise incorporated as part of any Collateral. For the avoidance of doubt, subject to the restrictions expressly provided above, the Collateral License permits the Collateral Agent and its agents to access and use, solely in the exercise of rights and remedies under Article VI hereof, all the Grantors’ databases and data compilations in which all or any portion of any Collateral Data is stored.

Grant of Collateral License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to the extent reasonable to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the fullest extent of the Grantors’ rights to grant a license or sublicense thereof, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use any of the furniture, Equipment, General Intangibles, Instruments, Documents, Intellectual Property and Licenses (collectively, “Licensed Assets”) now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof (the “Collateral License”); provided, that such Collateral License may not be sub-licensed or transferred to any other Person except (a) a sublicense to any agent of the Collateral Agent that is acting for and on behalf of the Collateral Agent, which sublicense shall be for the sole purpose of exercising the rights and remedies of the Collateral Agent under Article VI hereof or (b) any successor Collateral Agent pursuant to Section 9.06 of the Credit Agreement. For the avoidance of doubt, the Collateral License does not permit the Collateral Agent or any other Credit Party to (x) sell, assign or otherwise transfer ownership in any Licensed Assets or Assets, (y) encumber, license, sublicense or impair any Intellectual Property or Licenses (in each case, other than in connection with the Disposition of Collateral that may include a printed, stamped or otherwise applied trademark or other xxxx of any Grantor)) or (z) use any Intellectual Property that is licensed to the Lead Borrower under the Trademark License Agreement in a manner inconsistent with the terms of the Trademark License Agreement. In addition to the foregoing grant of the Collateral License, the Grantors hereby acknowledge and agree that none of the Collateral Agent, the other Credit Parties or any agent thereof shall be required, prior to Disposing of or as a condition to the Disposition of all or any portion of the Collateral during the exercise of remedies after an Event of Default, to remove, deface or otherwise dispose of any trademark or other Intellectual Property of the Grantors that may be printed upon, stamped upon, adhered to by application of stickers or otherwise or otherwise incorporated as part of any Collateral. For the avoidance of doubt, subject to the restrictions expressly provided above, the Collateral License permits the Collateral Agent and its agents to access and use, solely in the exercise of rights and remedies under Article VI hereof, all the Grantors’ databases and data compilations in which all or any portion of any Collateral Data is stored.