Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. During the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to xxx for past infringement of such Intellectual Property; and (b) agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor 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 included in the Collateral and any Inventory that is covered by any Copyright included in the Collateral and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral and sell such Inventory as provided herein.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Six Flags Entertainment Corp), Guarantee and Collateral Agreement (Six Flags Entertainment Corp), Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

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Grant of Intellectual Property License. During Upon the continuance occurrence of and during the continuation of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property intellectual property rights included in the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to xxx for past infringement of such Intellectual Property; thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to a Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to a Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to a Grantor and sell such Inventory as provided herein.

Appears in 3 contracts

Samples: Pledge and Security Agreement, Pledge and Security Agreement (Planet Fitness, Inc.), Pledge and Security Agreement (Planet Fitness, Inc.)

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to xxx for past infringement of such the Intellectual Property; and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor 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 included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Allscripts Healthcare Solutions, Inc.), Guarantee and Collateral Agreement (Allscripts-Misys Healthcare Solutions, Inc.)

Grant of Intellectual Property License. During the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to xxx for past infringement of such Intellectual Property; and (b) subject to the terms of the Intercreditor Agreement, agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor 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 included in the Collateral and any Inventory that is covered by any Copyright included in the Collateral and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral and sell such Inventory as provided herein.

Appears in 1 contract

Samples: Second Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp)

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Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable after the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to xxx for past infringement of such Intellectual Property; thereof and (b) irrevocably agrees that after the occurrence and during the continuance of an Event of Default the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.

Appears in 1 contract

Samples: Pledge and Security Agreement (Griffon Corp)

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