Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 6 contracts
Samples: Guarantee and Collateral Agreement (Alarm.com Holdings, Inc.), Credit Agreement, Credit Agreement (Alarm.com Holdings, Inc.)
Title; No Other Liens. Except for the Liens as otherwise permitted to exist on the Collateral by under Section 7.3 of the Credit Agreement, such Grantor owns or has rights in each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims Liens. Except as otherwise permitted under Section 7.3 of others. No the Credit Agreement, no financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, office except such as financing statements that have been filed as permitted by without the Credit Agreementconsent of the Grantor. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its ordinary course of business, grant licenses to third parties to use Intellectual Property owned owned, licensed or developed by a Grantor, such Grantorlicenses to be on fair market value terms. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Collateral Agent and each other Secured Party understands that any such licenses license may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto; provided, in each case, that such licenses are granted in the ordinary course of business.
Appears in 5 contracts
Samples: Credit Agreement (PGA Holdings, Inc.), First Lien Guarantee and Collateral Agreement (PGA Holdings, Inc.), Credit Agreement (PGA Holdings, Inc.)
Title; No Other Liens. Except for the Liens as otherwise permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns or has rights in each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims Liens. Except as otherwise permitted under Section 7.3 of others. No the Credit Agreement, no financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, office except such as financing statements that have been filed as permitted by without the Credit Agreementconsent of the Grantor. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned owned, licensed or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Each of the Administrative Agent, the Collateral Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease lease, license or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Covetrus, Inc.), Intercreditor Agreement (Covetrus, Inc.), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp)
Title; No Other Liens. Except for the Liens as otherwise permitted to exist on the Collateral by under Section 7.3 of the Credit Agreement, such Grantor owns or has rights in each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims Liens. Except as otherwise permitted under Section 7.3 of others. No the Credit Agreement, no financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, office except such as financing statements that have been filed as permitted by without the Credit Agreementconsent of the Grantor. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned owned, licensed or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Each of the Administrative Agent, the Collateral Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease lease, license or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp), Guarantee and Collateral Agreement (Booz Allen Hamilton Holding Corp)
Title; No Other Liens. Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Each Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (R H Donnelley Corp), Guarantee and Collateral Agreement (Dex Media East LLC)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of othersLiens. No effective financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (RhythmOne PLC), Credit Agreement (Hortonworks, Inc.)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as with respect to Liens permitted by under Section 7.3 of the Credit Agreement. For the avoidance of doubt, it is understood and agreed that that, to the extent permitted by the Credit Agreement, each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 2 contracts
Samples: Credit Agreement (Monotype Imaging Holdings Inc.), Guarantee and Collateral Agreement (Monotype Imaging Holdings Inc.)
Title; No Other Liens. Except for the Liens as otherwise permitted to exist on the Collateral by under Section 7.3 of the Credit Agreement, such Grantor owns or has rights in each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No Except as otherwise permitted under Section 7.3 of the Credit Agreement, no financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, office except such as financing statements that have been filed as permitted by without the Credit Agreementconsent of the Grantor. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned owned, licensed or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Each of the Administrative Agent, the Collateral Agent and each other Secured Party Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease lease, license or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Wesco Aircraft Holdings, Inc), Guarantee and Collateral Agreement (Wesco Aircraft Holdings, Inc)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of othersLiens. No financing statement, fixture filing or other similar public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Benefitfocus,Inc.), Guarantee and Collateral Agreement (Benefitfocus,Inc.)
Title; No Other Liens. Except for the security interest granted to the Lender pursuant to this Agreement and the other Liens permitted to exist on the Collateral by Section 7.3 of the Credit Loan Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed in favor of the Lender, pursuant to this Agreement or as are permitted by the Credit Loan Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent Lender to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Virtus Investment Partners, Inc.)
Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of othersLiens. No financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed in favor of the Administrative Agent or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed controlled by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. The Each of the Administrative Agent and each other Secured Party Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement, or for which termination statements have been delivered to the Administrative Agent. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No Other than precautionary filings in respect of true leases, no financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Netlogic Microsystems Inc)
Title; No Other Liens. Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. The Administrative Agent and each other Each Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Donnelley R H Inc)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns or has rights in each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No effective financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Demand Media Inc.)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No financing statement, fixture filing statement or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Credit AgreementAgreement (or, if the Credit Agreement shall have been paid in full or terminated, by the last version of the Credit Agreement as in effect immediately prior to such payment in full or termination). For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Each of the Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Title; No Other Liens. Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by Section 7.3 of the Credit Indenture and each Other Pari Passu Lien Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other or claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned owned, in-licensed or developed by such Grantora Grantor to the extent permitted by the Indenture. For purposes of this Agreement and the other Loan Note Documents, any licenses resulting from such licensing activity activity, and any existing licenses granted in the ordinary course, shall not constitute a “Lien” on such Intellectual Property. The Administrative Each of the Collateral Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease lease, license, assign or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantorincluded in the Collateral. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Barracuda Networks Inc)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Domestic Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (K2m Group Holdings, Inc.)
Title; No Other Liens. Except for the Liens permitted to exist on the Collateral by Section 7.3 of the Credit Agreement, such Grantor owns each item of the Collateral in which a Lien is granted by it free and clear of any and all Liens and other claims of othersLiens. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral is on file or of record or will be filed in any public office, except such as have been filed as permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that each Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned owned, developed or developed licensed by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. The Administrative Agent and each other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.. Guarantee & Collateral Agreement
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)