Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. Following the occurrence and during the continuance of an Event of Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent permitted by applicable law, a non-exclusive, worldwide, royalty-free (and free of any other obligation of payment or compensation) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment or other financial obligation by such Pledgor to any third party under any Contract) to use or license or sublicense any of the Intellectual Property Collateral now owned or licensed-in or hereafter acquired by such Pledgor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any Pledgor) under any Intellectual Property License granted prior to such Event of Default, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Pledgor to avoid the risk of invalidation or abandonment of such Trademarks, and (iii) to the extent the foregoing license is a sublicense of such Pledgor’s rights as licensee under any Intellectual Property License, the license to the Collateral Agent shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include 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 hereof.

Grant of Intellectual Property License. Following (a) For the occurrence and purpose of enabling the Administrative Agent, during the continuance of an Event of Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Administrative Agent, to the extent permitted by applicable lawan irrevocable, a non-exclusive, worldwide, royalty-free (and free of any other obligation of payment or compensationpayment) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment or other financial obligation by such Pledgor to any third party under any Contract) to use or use, assign, license or sublicense any of the Intellectual Property Collateral now owned or licensed-in owned, licensed or hereafter acquired by such Pledgor, wherever the same may be located; provided that (i) such license shall be , subject to the rights of any licensee (other than any Pledgor) under any Intellectual Property License granted prior to such Event of Default, (ii) in the case of Trademarks, such license shall be subject Trademarks to reasonably sufficient rights to quality control and inspection in favor of such Pledgor to avoid the risk of invalidation or abandonment of such its Trademarks, and (iii) to the extent the foregoing license is a sublicense of such Pledgor’s rights as licensee under any Intellectual Property License, the license to the Collateral Agent shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such Such license shall include 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 hereofthereof. With respect to Inventory, each Pledgor irrevocably agrees that the Administrative Agent may sell any of such Pledgor’s Inventory directly to any person, including without limitation persons who have previously purchased the Pledgor’s Inventory from such Pledgor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Pledgor and any Inventory that is covered by any Copyright owned by or licensed to such Pledgor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Pledgor and sell such Inventory as provided herein.

Grant of Intellectual Property License. Following Solely for the purpose of enabling the Collateral Trustee, following the occurrence and during the continuance of an Event of DefaultEnforcement Event, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof this Section 9 at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, and solely to the extent and at such time as the Collateral Trustee shall be entitled to exercise such rights pursuant to the Intercreditor Agreement and the Collateral Trust Agreement, and for no other purpose, each Pledgor Grantor hereby grants to the Collateral AgentTrustee, to the extent permitted by applicable law, a non-exclusivean irrevocable (during the term of this Agreement), worldwide, royalty-free nonexclusive license (and free exercisable without payment of any other obligation of payment or compensation) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment royalty or other financial obligation by compensation to such Pledgor to any third party under any ContractGrantor) to use or use, license or sublicense any of the Intellectual Property included in the Collateral now owned or licensed-in hereafter acquired, developed or hereafter acquired created by such PledgorGrantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any PledgorGrantor) under any Intellectual Property License granted prior to such Event of DefaultEnforcement Event, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Pledgor Grantor to avoid the risk of invalidation or abandonment of such Trademarks, and (iii) to the extent the foregoing license is a sublicense of such PledgorGrantor’s rights as licensee under any Intellectual Property License, the license to the Collateral Agent Trustee shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include 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 hereof.

Grant of Intellectual Property License. Following Solely for the purpose of enabling the Administrative Agent, following the occurrence and during the continuance of an Event of Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof this Section 9 at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor Grantor hereby grants to the Collateral Administrative Agent, to the extent permitted by applicable law, a non-exclusivean irrevocable (during the term of this Agreement), worldwide, royalty-free nonexclusive license (and free exercisable without payment of any other obligation of payment or compensation) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment royalty or other financial obligation by compensation to such Pledgor to any third party under any ContractGrantor) to use or use, license or sublicense any of the Intellectual Property included in the Collateral now owned or licensed-in hereafter acquired, developed or hereafter acquired created by such PledgorGrantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any PledgorGrantor) under any Intellectual Property License granted prior to such Event of Default, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Pledgor Grantor to avoid the risk of invalidation or abandonment of such Trademarks, (iii) in the case of any foreign Intellectual Property jointly-owned with any Person (other than any Grantor or any Subsidiary of any Grantor), such license shall be subject to the rights of such other Person, and (iiiiv) to the extent the foregoing license is a sublicense of such PledgorGrantor’s rights as licensee under any Intellectual Property License, the license to the Collateral Administrative Agent shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include 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 hereof.

Grant of Intellectual Property License. Following For the occurrence and purpose of enabling the Administrative Agent, during the continuance of an Event of Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral AgentAdministrative Agent an irrevocable (during the term of this Agreement), to the extent permitted by applicable law, a non-exclusive, worldwide, and royalty-free (and free of any other obligation of payment or compensationpayment) license and or sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment or other financial obligation by such Pledgor to any third party under any Contract) to use or license or sublicense otherwise exploit any of the Intellectual Property Collateral now owned or licensed-in owned, licensed or hereafter acquired by such Pledgor, wherever the same may be located; provided provided, that (i) such license shall be subject to the rights of any licensee (other than any Pledgor) under any Intellectual Property License exclusive license granted prior to such Event of Default, (ii) the quality of any services or products in connection with which any Trademarks included in the case of Trademarks, such license shall Intellectual Property Collateral are used will not be subject material inferior to sufficient rights to the quality control and inspection in favor of such services and products sold by such Pledgor under such Trademarks immediately prior to avoid such Event of Default, and such Pledgor shall have the risk of invalidation or abandonment of reasonable right to inspect any such Trademarksservices and products to monitor compliance with such standard, and (iii) to the extent the foregoing such license is a sublicense of such Pledgor’s rights as licensee under any an Intellectual Property License, the license to the Collateral Administrative Agent shall be in accordance with any limitations in such Intellectual Property License, including any prohibitions on further sublicensing. Subject to the foregoing provisos, such Such license shall include 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 hereof.

Grant of Intellectual Property License. Following Solely for the purpose of enabling the Collateral Trustee, following the occurrence and during the continuance of an Event of a Pari Passu Lien Debt Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof this Section 9 at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, and solely to the extent and at such time as the Collateral Trustee shall be entitled to exercise such rights pursuant to the Intercreditor Agreement and the Collateral Trust Agreement, and for no other purpose, each Pledgor Grantor hereby grants to the Collateral AgentTrustee, to the extent permitted by applicable law, a non-exclusivean irrevocable (during the term of this Agreement), worldwide, royalty-free nonexclusive license (and free exercisable without payment of any other obligation of payment or compensation) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment royalty or other financial obligation by compensation to such Pledgor to any third party under any ContractGrantor) to use or use, license or sublicense any of the Intellectual Property included in the Collateral now owned or licensed-in hereafter acquired, developed or hereafter acquired created by such PledgorGrantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any PledgorGrantor) under any Intellectual Property License granted prior to such Event of Pari Passu Lien Debt Default, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Pledgor Grantor to avoid the risk of invalidation or abandonment of such Trademarks, and (iii) to the extent the foregoing license is a sublicense of such PledgorGrantor’s rights as licensee under any Intellectual Property License, the license to the Collateral Agent Trustee shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include 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 hereof.

Grant of Intellectual Property License. Following the occurrence and during the continuance of an Event of Default, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent permitted by applicable law, a non-exclusive, worldwide, royalty-free (and free of any other obligation of payment or compensation) license and sublicense (to the extent permitted under an applicable Intellectual Property License and without requiring any additional new payment or other financial obligation by such Pledgor to any third party under any Contract) to use or license or sublicense any of the Intellectual Property Collateral now owned or licensed-in or hereafter acquired by such Pledgor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any Pledgor) under any Intellectual Property License granted prior to such Event of Default, (ii) such license shall include reasonable and customary terms necessary to preserve the existence, validity and value of the Intellectual Property Collateral, including provisions requiring the continuing confidential handling of trade secrets, the use of appropriate notices and prohibiting the use of false notices and, in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Pledgor to avoid the risk of invalidation or abandonment of such Trademarks, and (iii) to the extent the foregoing license is a sublicense of such Pledgor’s rights as licensee under any Intellectual Property License, the license to the Collateral Agent shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include 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 hereof.