Common use of Grant of Intellectual Property License Clause in Contracts

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 Section 9 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 extent assignable, an irrevocable (during the term of this Agreement), non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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 2 contracts

Samples: Credit and Guaranty Agreement, Credit and Guaranty Agreement (TerraForm Power, Inc.)

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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 Section 9 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 extent assignable, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable only during an Event of Default and without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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 hereofhereof and shall terminate upon Payment in Full of the Obligations.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Covia Holdings Corp), Credit and Guaranty Agreement (Covia Holdings Corp)

Grant of Intellectual Property License. For Solely for the purpose of enabling the Collateral Agent, solely during the continuance of an Event of Default, to exercise rights and remedies under Section Sections 8 and 9 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 extent assignable, an irrevocable (during the term of this Agreement), a non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control provisions and inspection rights in favor of such Grantor to avoid the risk of invalidation of such said Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed acquired or created by such Grantor, wherever and included in the same may be locatedCollateral. Such license shall include include, to the extent permissible under all applicable licenses, access to all media in which any of the above-licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

Appears in 1 contract

Samples: Credit Agreement (Foresight Energy LP)

Grant of Intellectual Property License. For the purpose of enabling the Collateral AgentBank, during the continuance of an Event of Default, a Parity Lien Debt Default to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent Bank shall be lawfully entitled to exercise such rights and remedies, and during the pendency thereof, and for no other purpose, each Grantor hereby grants to the Collateral AgentBank, to the extent assignable, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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 1 contract

Samples: Credit Agreement

Grant of Intellectual Property License. For the purpose of enabling the Collateral AgentTrustee, during the continuance of an Event of a Collateral Trust Parity Lien Default, to exercise rights and remedies under Section 9 5 hereof at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral AgentTrustee, to the extent assignablelicensable, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license use or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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 1 contract

Samples: Security Agreement (Harland Clarke Holdings Corp)

Grant of Intellectual Property License. For the purpose of enabling the Collateral AgentTrustee, during the continuance of an Event of a Parity Lien Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral AgentTrustee, to the extent assignable, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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 1 contract

Samples: Pledge and Security Agreement (Goodman Networks Inc)

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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 Section 9 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 extent assignable, an irrevocable (upon the occurrence and during the term continuation of this Agreement), an Event of Default) non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license use or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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. NOTE: A request for confidential treatment has been made with respect to the portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.

Appears in 1 contract

Samples: Credit Agreement (Alcatel Lucent)

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Notes Collateral Agent, to the extent assignableof such Grantor’s right to grant the same, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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.

Appears in 1 contract

Samples: Pledge and Security Agreement (Global Brass & Copper Holdings, Inc.)

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral AgentTrustee, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Notes Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Notes Collateral AgentTrustee, to the extent assignable, an irrevocable (during the term of this Agreement)irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Grantor, wherever the same may be located. 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.

Appears in 1 contract

Samples: Pledge and Security Agreement (Signature Group Holdings, Inc.)

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