Common use of Intellectual Property License Clause in Contracts

Intellectual Property License. Each Grantor hereby grants to the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of any Intercreditor Agreement then in effect, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5, and solely to the extent such grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such intellectual property, a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (on a non-exclusive basis) any intellectual property now owned or hereafter acquired by such Grantor (subject to the rights of any person or entity under any preexisting license or other agreement); provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to any trademarks owned or hereafter acquired by a Grantor shall be subject to reasonable quality control standards applicable to each such trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1 shall be exercisable solely during the continuance of an Event of Default.

Intellectual Property License. Each Grantor hereby grants to the Collateral Agent, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of any Intercreditor Agreement then in effect, solely Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5Agreement effective solely at and for such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies under this Agreement, and solely each Obligor hereby grants to the extent such grant would not constitute or result in Collateral Agent, effective only after and during the abandonment, termination, acceleration, invalidation continuance of or rendering unenforceable any right, title or interest therein or result in a breach an Event of the terms of, or constitute a breach or default under such intellectual propertyDefault, a non-exclusive, fully paid-upirrevocable (subject to the last sentence of this Section 11.4) license (exercisable without payment of royalty or other compensation to any such Obligor) to, royalty-freesolely to the extent necessary to exercise such rights and remedies, worldwide license to use, license use or sublicense (on a non-exclusive basis) any intellectual property of the Collateral now owned or hereafter acquired by such Grantor (subject Obligor that constitutes Intellectual Property, and wherever the same may be located, and including in such license, solely to the extent necessary to exercise such rights and remedies, reasonable access to media in which any of any person the licensed items may be recorded or entity under any preexisting license stored and to all computer software used for the compilation or other agreement)printout thereof; provided, however, that nothing in this Section 5.1 11.4 shall require any Grantor Obligor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited byApplicable Law, or constitutes if granting such license would constitute a breach of or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, document; provided, further, that such licenses to be granted hereunder with respect to under any trademarks owned or hereafter acquired by a Grantor and service marks shall be subject to reasonable quality control standards applicable to each such trademark as in effect as the obligations upon the Collateral Agent of the date maintenance of quality standards with respect to the goods and services on which such licenses hereunder trademarks and service marks are grantedused sufficient to preserve the validity and scope of such trademarks and service marks. Any For clarity, such license granted pursuant to this Section 5.1 shall the Collateral Agent may be exercisable solely exercised, at the option of the Collateral Agent, only during the continuance continuation of an Event of Default, upon the discontinuation of which such license shall terminate automatically.

Intellectual Property License. Each For the purpose of enabling the Secured Parties to exercise rights and remedies hereunder, at such time as the Secured Parties shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral AgentSecured Parties, to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of any Intercreditor Agreement then in effect, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5, and solely to the extent such grant would not constitute or result in the abandonmentassignable, terminationan irrevocable, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such intellectual property, a non-exclusive, fully paid-up, royalty-free, worldwide exclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, assign, license or sublicense (on a non-exclusive basis) any intellectual property Intellectual Property now owned or hereafter acquired by any Grantor, wherever the same may be located, including in such license reasonable 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 thereof. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Loan Agreement that limit the right of a Grantor to dispose of its property and Section 5(e) hereof, so long as no Event of Default shall have occurred and be continuing, each Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take other actions with respect to the Intellectual Property in the ordinary course of its business. In furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the Secured Parties shall from time to time, upon the request of a Grantor, execute and deliver any instruments, certificates or other documents, in the form so requested, which such Grantor shall have certified are appropriate (in such Grantor’s judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to this Section 6(c) as to any Intellectual Property). Further, upon the indefeasible payment in full of all of the Obligations and after the cancellation or termination of the Loan, the Secured Parties (subject to Section III hereof) shall release and reassign to the Grantors all of the Secured Parties’ right, title and interest in and to the Intellectual Property, and the Licenses, all without recourse, representation or warranty whatsoever. The exercise of rights and remedies hereunder by the Secured Parties shall not terminate the rights of the holders of any person licenses or entity under sublicenses theretofore granted by any preexisting license or other agreement); provided, however, that nothing Grantor in accordance with the second sentence of this Section 5.1 shall require 6(c). Each Grantor hereby releases the Secured Parties from any Grantor to grant claims, causes of action and demands at any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach of default under or results in the termination time arising out of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to any trademarks owned actions taken or hereafter acquired omitted to be taken by the Secured Parties under the powers of attorney granted herein other than actions taken or omitted to be taken through the Secured Parties’ gross negligence or willful misconduct, as determined by a Grantor shall be subject to reasonable quality control standards applicable to each such trademark as in effect as final determination of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1 shall be exercisable solely during the continuance a court of an Event of Defaultcompetent jurisdiction.

Intellectual Property License. Each Solely during the continuance of an Eent of Default, each Grantor hereby grants to the Collateral AgentAgent an irrevocable (until the Termination Date), to be exercised solely upon the occurrence and during the continuance of an Event of Default, subject to the terms of any Intercreditor Agreement then in effect, solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 5, and solely to the extent such grant would not constitute or result in the abandonment, termination, acceleration, invalidation of or rendering unenforceable any right, title or interest therein or result in a breach of the terms of, or constitute a breach or default under such intellectual property, a non-exclusive, fully paid-upnonexclusive, royalty-free, worldwide license to use, license or sublicense (on a non-exclusive basis) any intellectual property Intellectual Property Collateral and Licenses now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license reasonable access to all media in which any of such licensed Intellectual Property Collateral and Licenses may be recorded or stored and (in each case, to the extent not prohibited by any applicable License) to all computer software and programs used for compilation or printout thereof, to the extent such Grantor has the right to grant any such license; provided that (a) such license granted to the Agent may be exercised only when an Event of Default has occurred and is continuing and solely for the purpose of enabling the Agent to exercise its rights and remedies hereunder and under Requirements of Law with respect to the Collateral; (b) in the case of Trademarks, such license shall be subject to the sufficient rights of quality control and inspection in favor of the applicable Grantor to avoid the invalidation of such Trademarks; and (c) such license shall be subject to, and not violate, any person Licenses or entity under any preexisting license or other agreement)agreements between Grantor and a third party applicable to the licensed Intellectual Property; provided, however, that nothing in this Section 5.1 shall require any Grantor to grant any license that is prohibited or sublicense entered into by the Agent in accordance herewith shall survive in accordance with its terms and run with and be binding upon such licensed or sublicensed Intellectual Property notwithstanding any rule of law, statute subsequent waiver or regulation or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property, provided, further, that such licenses to be granted hereunder with respect to any trademarks owned or hereafter acquired by a Grantor shall be subject to reasonable quality control standards applicable to each such trademark as in effect as of the date such licenses hereunder are granted. Any license granted pursuant to this Section 5.1 shall be exercisable solely during the continuance cure of an Event of DefaultDefault or the termination of this Agreement.