Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, 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 an irrevocable, non-exclusive license and, to the extent permitted under Intellectual Property Licenses granting such Pledgor rights in Intellectual Property, sublicense (in each case, exercisable without payment of royalties or other compensation to such Pledgor) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located; provided that the quality of any products in connection with which the Trademarks are used will not be materially inferior to the quality of such products prior to such Event of Default. 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.
Appears in 8 contracts
Samples: Security Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent, solely during the continuance of an Event of Default, and solely to exercise rights and remedies under Article IX Section 9 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 Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license andAdministrative Agent, to the extent permitted under Intellectual Property Licenses granting such Pledgor it has the rights in Intellectual Propertyto do so, sublicense a non-exclusive, worldwide license (in each case, exercisable without payment free of royalties any royalty or other compensation obligation of payment to such Pledgora Grantor) to use, assign, license or sublicense any of the Intellectual Property Collateral and Intellectual Property Licenses (subject to the terms of and in compliance with the relevant Intellectual Property License) now owned or hereafter acquired by such PledgorGrantor, wherever the same may be located; provided that , subject, in the case of Trademarks, to sufficient rights to quality of any products control and inspection in connection with which the Trademarks are used will not be materially inferior to the quality favor of such products prior Grantor to such Event avoid the risk of Defaultinvalidation of said Trademarks. Such license shall include reasonable and lawful 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 hereofhereof to the extent Grantor has the rights and is lawfully able to provide such access.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Och-Ziff Capital Management Group LLC)