Common use of Grant of License to Use Proprietary Rights Clause in Contracts

Grant of License to Use Proprietary Rights. Solely for the purpose of enabling the Agent to exercise rights and remedies under Section 19 hereof (including, without limiting the terms of Section 19 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral), effective solely upon the occurrence and during the continuance of an Event of Default and exercisable, subject to any Applicable Intercreditor Agreement, at such time as the Agent shall be otherwise lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent, to the extent such Grantor has the right to grant such right or access without additional payment or obligation, for the benefit of the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Proprietary 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. Solely with respect to Proprietary Rights in or to trademarks or service marks and trade dress, the license granted under this Section 20 shall be made subject to reasonable quality control obligations reasonably required to maintain the validity and enforceability of such trademarks, service marks or trade dress, as applicable.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (United Rentals North America Inc), Term Loan Security Agreement (United Rentals North America Inc)

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Grant of License to Use Proprietary Rights. Solely for For the purpose of enabling the Agent to exercise rights and remedies under Section 19 hereof 23 (including, without limiting the terms of Section 19 hereof23, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral), effective solely upon the occurrence and during the continuance of an Event of Default and exercisable, subject to any Applicable Intercreditor Agreement, ) at such time as the Agent shall be otherwise lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent, to the extent such Grantor has the right to grant such right or access without additional payment or obligation, for the benefit of the Secured PartiesAgent and Lenders, a such sufficient rights to any Propriety Rights now owned or hereafter acquired by Grantor (including, as necessary, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any such Proprietary Rights now owned or hereafter acquired by such GrantorRights) to the extent necessary to enable Agent to exercise rights and remedies under Section 23, 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. Solely Notwithstanding the foregoing provisions of this Section 24 to the contrary, with respect to Grantor's Proprietary Rights in or licensed to trademarks or service marks and trade dressit by others, the license sublicense granted to Agent under this the Section 20 24 shall be made subject limited to reasonable quality control obligations reasonably required a sublicense solely for purposes of enabling Agent to maintain exercise its rights under Section 23 to take possession of, hold, preserve, assemble, prepare for sale, market for sale, sell or otherwise dispose of the validity Collateral, and enforceability not for the purposes of such trademarksprocessing, service marks completing or trade dress, as applicableotherwise manufacturing the Collateral.

Appears in 1 contract

Samples: Security Agreement (3com Corp)

Grant of License to Use Proprietary Rights. Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Section 19 21 hereof (including, without limiting the terms of Section 19 21 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral), effective solely upon the occurrence and during the continuance of an Event of Default and exercisableand, subject to any Applicable Intercreditor Agreement, exercisable at such time as the Collateral Agent shall be otherwise lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the extent such Grantor has the right to grant such right or access without additional payment or obligation, for the benefit of the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Proprietary 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. Solely with respect to Proprietary Rights in or to trademarks or service marks and trade dress, the license granted under this Section 20 22 shall be made subject to reasonable quality control obligations reasonably required to maintain the validity and enforceability of such trademarks, service marks or trade dress, as applicable.

Appears in 1 contract

Samples: Security Agreement (United Rentals North America Inc)

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Grant of License to Use Proprietary Rights. Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under Section 19 hereof (including, without limiting the terms of Section 19 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral), effective solely upon the occurrence and during the continuance of an Event of Default and exercisableand, subject to any Applicable Intercreditor Agreement, exercisable at such time as the Notes Collateral Agent shall be otherwise lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Notes Collateral Agent, to the extent such Grantor has the right to grant such right or access without additional payment or obligation, for the benefit of the Notes Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any Proprietary 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. Solely with respect to Proprietary Rights in or to trademarks or service marks and trade dress, the license granted under this Section 20 shall be made subject to reasonable quality control obligations reasonably required to maintain the validity and enforceability of such trademarks, service marks or trade dress, as applicable.

Appears in 1 contract

Samples: Notes Security Agreement (United Rentals North America Inc)

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