Licenses of Intellectual Property. All rights, licenses and releases granted by Licensor directly or indirectly to RPX, RPX Affiliates, RPX Members, and RPX Licensees (including each such Entity’s Affiliates) are, and shall otherwise be deemed to be, for the purpose of Section 365(n) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties hereto agree that RPX, RPX Affiliates, RPX Members, and RPX Licensees (including each such Entity’s Affiliates), as licensees or sublicensees of rights granted in this Agreement, shall retain and may fully exercise all their rights and elections under the Bankruptcy Code. The Parties hereto further agree that, in the event that any proceeding shall be instituted by or against Licensor seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions, the opposite Parties shall have the right to retain and enforce their rights under this Agreement, provided that they remain in full compliance with the terms and conditions of this Agreement.
Licenses of Intellectual Property. (i) granted by Holdings and its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of Holdings and its Subsidiaries and (ii) between or among the Loan Parties;
Licenses of Intellectual Property. All rights, licenses and releases granted by Marathon, Relay and/or Sampo under this Agreement and/or any of the Related Agreements are, and shall otherwise be deemed to be, for the purpose of Section 365(n) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties hereto agree that RPX, RPX Affiliates, and RPX Licensees, as licensees or sublicensees of rights granted in this Agreement and/or the Related Agreements, shall retain and may fully exercise all their rights and elections under the Bankruptcy Code. The Parties hereto further agree that, in the event that any proceeding shall be instituted by or against Marathon seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions, the opposite Parties shall have the right to retain and enforce their rights under this Agreement and/or the Related Agreements, provided that they remain in full compliance with the terms and conditions thereof. [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Licenses of Intellectual Property. The Parties agree that the licenses granted hereunder are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code and for other similar laws. In addition, each Party, as a licensee of intellectual property rights hereunder, shall have and may fully exercise all rights available to a licensee under the United States Bankruptcy Code, including, without limitation, under Section 365(n) or its successors.
Licenses of Intellectual Property. There are no outstanding licenses, options or agreements of any kind relating to the Intellectual Property of EOIR held by the Sellers or their respective Affiliates or any other third party. Except for publicly-available commercial software EOIR is not bound by or a party to any licenses, options or agreements of any kind with respect to the Intellectual Property of any other person or entity. SCHEDULE 2.16(B) sets forth a listing of all licenses and other agreements that allow EOIR to use the Intellectual Property of third parties and a copy of each such license agreement has been delivered to Buyer. In each case, the licenses and agreements listed in SCHEDULE 2.16(B) have been acquired and used by EOIR on the basis of and in accordance with a valid license free and clear of any adverse or restrictive claims or rights of any third parties. EOIR's use of third party licensed products is subject to internal policies and/or procedures that prohibit breach of licenses or copyrights by copying or other misuse. EOIR is not in breach of any of the terms and conditions of any license; and EOIR has not received notice that any third party claims that Intellectual Property licensed to EOIR is the subject of an infringement claim between the third party and the licensor of such Intellectual Property.
Licenses of Intellectual Property. Each Party acknowledges and agrees that all rights and licenses under the Licensed Patent Rights and Licensed Know-How granted by Harvard to Licensee under this Agreement are, and shall otherwise be deemed to be, for purposes of the United States Bankruptcy Code (the “Bankruptcy Code”), including Section 365(n) thereof, licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code and in connection therewith, Section 365(n) shall apply. The Parties acknowledge and agree that Licensee shall retain and may fully exercise all of its respective rights and elections under the Bankruptcy Code, including, without limitation, Licensee’s election to continue receiving the benefit of the licenses granted hereunder in consideration for the royalties due and payable hereunder. Without limiting the foregoing, if Harvard makes a general assignment for the benefit of creditors, if a receiver for Harvard’s assets is appointed, if Harvard becomes insolvent, makes a filing in bankruptcy or ceases operations, or if any of Harvard’s lenders forecloses upon or otherwise exercises any of its rights under or with respect to any liens or security interests on any of the Licensed Patent Rights, Licensed Know-How and/or this Agreement, then Harvard acknowledges and agrees that such foreclosure and exercise shall be expressly subject to this Agreement and all rights and licenses under the Licensed Patent Rights and Licensed Know-How granted by Harvard to Licensee under this Agreement and the license granted to Licensee hereunder shall, in consideration for the royalties due and payable hereunder, continue in full force and effect.
Licenses of Intellectual Property. Enter into, as licensor, any license of Intellectual Property owned by an Obligor if such license (i) would materially restrict or impair the ability of any Obligor to conduct, or to continue to conduct, its business in substantially the manner conducted on the Closing Date, (ii) would require the consent or approval of such licensee in order for Agent to foreclose upon, market and sell, after an Event of Default, any Inventory forming part of the Collateral, or (iii) would materially and adversely affect the value of any such Intellectual Property as collateral security for the Obligations.
Licenses of Intellectual Property. The Parties acknowledge that the licenses granted hereunder are intended to be licenses of “Intellectual Property” as such term is used in Section 365(n) of the United States Bankruptcy Code and for other similar Laws.
Licenses of Intellectual Property. (a) Seller hereby grants to Buyer (and any successor to Buyer or to any division or line of business of Buyer (the "Successor")) a worldwide, perpetual, non-exclusive, fully paid, royalty free license under all Intellectual Property (other than Patents and Acquired Intellectual Property) (the "Licensed IP") of any member of the Seller Group owned or licensable by any such member to operate the Business substantially in the manner such Business was operated by the Seller Group and to make, have made, use, sell, offer for sale and import any products. The Licensed IP may not be sublicensed or transferred by Buyer (or its Successors), except in connection with the licensing or transfer by Buyer (or its Successors), of substantial other Intellectual Property and under substantially the same terms and conditions as such other Intellectual Property of Buyer (or its Successors), is licensed or transferred; provided, however, that such sublicense or transfer may not grant -------- ------- to the sublicensee or transferee broader rights than that granted to Buyer hereunder. In addition, Buyer or its Successors shall not transfer or sublicense any Trade Secrets constituting Licensed IP except pursuant to a non- disclosure agreement at least as protective of such Trade Secrets as it is of Buyer's (or its Successor's), own Trade Secrets.
(b) Subject to, and without in any way limiting the provisions of the non-compete provision set forth in Section 6.25 hereof, Buyer hereby grants to Seller a worldwide, perpetual, non-exclusive, fully paid, royalty free license under the Acquired Intellectual Property, to, make, have made, use, sell, offer for sale and import any products. The Acquired Intellectual Property licensed to Seller in accordance with the foregoing may not be sublicensed or transferred by Seller except in connection with the licensing or transfer by Seller of substantial other Intellectual Property of Seller and under substantially the same terms and condition as such other Intellectual Property of Seller is licensed or transferred; provided, however, that such sublicense or transfer may -------- ------- not grant to the sublicensee or transferee broader rights than granted to Seller hereunder. In addition, Seller shall not transfer or sublicense any Trade Secrets constituting Transferred Intellectual Property except pursuant to a non- disclosure agreement at least as protective of such Trade Secrets as it is of Seller's own Trade Secrets and otherwise in ac...
Licenses of Intellectual Property. All rights, licenses and releases granted by Marathon, Relay and/or Sampo under this Agreement and/or any of the Related Agreements are, and shall otherwise be deemed to be, for the purpose of Section 365(n) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties hereto agree that RPX, RPX Affiliates, and RPX Licensees, as licensees or sublicensees of rights granted in this Agreement and/or the Related Agreements, shall retain and may fully exercise all their rights and elections under the Bankruptcy Code. The Parties hereto further agree that, in the event that any proceeding shall be instituted by or against Marathon seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking an entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or it shall take any action to authorize any of the foregoing actions, the opposite Parties shall have the right to retain and enforce their rights under this Agreement and/or the Related Agreements, provided that they remain in full compliance with the terms and conditions thereof.
