Grantor Status; Licensing Sample Clauses

Grantor Status; Licensing. Debtor shall, at all times, constitute a limited liability company organized under the laws of the State of Delaware and a Single Purpose Entity. Each Subsidiary Grantor shall at all times be a Single Purpose Entity. As soon as reasonably practical after the Closing Date, Debtor (on its own behalf or, if applicable, on behalf of the Ownership Entities which hold Acquired Property) shall apply for and, thereafter, use its reasonable best efforts to obtain as quickly as possible, and maintain, all such licenses as are required to conduct its business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or service the Underlying Loans and, if applicable, operate, manage, lease and dispose of Acquired Property, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on Debtor, claims and defenses being asserted against Debtor (including counterclaims and defense asserted by Underlying Borrowers), or materially adversely affect Debtor or Debtor’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Underlying Loan or Acquired Property.
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Grantor Status; Licensing. Each Debtor shall, at all times, constitute a corporation, limited liability company or other legal entity organized under the laws of the state of its formation. Each Debtor shall at all times maintain all such licenses as are required to conduct its business, including qualifications to conduct business in jurisdictions other than its state of formation and licenses to purchase, own or service the Loans and, if applicable, operate, manage, lease and dispose of Acquired Property, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of material fines, penalties or other liabilities on such Debtor, claims and defenses being asserted against such Debtor (including counterclaims and defense asserted by Borrowers), or materially adversely affect such Debtor or such Debtor’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Loan or Acquired Property.
Grantor Status; Licensing. The Debtor at all times must constitute a limited liability company organized pursuant to the Laws of the State of Delaware and be a Special Purpose Entity. Each Subsidiary Grantor at all times must be a Special Purpose Entity. As soon as is reasonably practicable after the Closing Date, each of the Debtor and each Subsidiary Grantor must apply for and thereafter use its best efforts to obtain as quickly as possible, and maintain, all such licenses as are required to conduct its business, including qualifications to conduct business in jurisdictions other than its state of formation and licenses to purchase, own, or service the Assets and, if applicable, operate, manage, lease, and dispose of Acquired Property, if the failure to so obtain such licenses reasonably would be expected to result in the imposition of fines, penalties or other liabilities on any Grantor, claims and defenses being asserted against any Grantor (including counterclaims and defense asserted by Borrowers or Obligors) or materially adversely affect any Grantor or any Grantor’s ability to foreclose on the Collateral securing or otherwise realize the full value of any Asset.‌

Related to Grantor Status; Licensing

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

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