Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. During the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such Intellectual Property; and (b) agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark included in the Collateral and any Inventory that is covered by any Copyright included in the Collateral and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral and sell such Inventory as provided herein.

Grant of Intellectual Property License. During Upon the continuance occurrence of and during the continuation of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property intellectual property rights included in the Collateral 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such Intellectual Property; thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to a Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to a Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to a Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as Article V upon the Administrative Agent shall be lawfully entitled to exercise such rights occurrence and remediesduring the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a nonexclusive an irrevocable, non-exclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to useuse any Patents, license or sublicense any Intellectual Property Trademarks, Copyrights, trade secrets and other intellectual property 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, ; provided that the right to prosecute quality of the goods and maintain all Intellectual Property services offered under any trademarks included in such license shall be maintained at a level substantially consistent with the Collateral and quality prevailing immediately prior to the right to ▇▇▇ for past infringement Event of such Intellectual Property; Default or any lesser standard of quality approved by the licensor and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased the Grantor’s Inventory from such Grantor and and, in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, the Administrative Agent may sell or otherwise transfer Inventory which bears any Trademark included in the Collateral and any Inventory that is covered by any Patent, or exploits any Copyright included in each case, whether owned by or licensed to such Grantor, (ii) complete, or authorize the Collateral and the Administrative Agent may finish completion of any work in work-in-process and affix any Trademark included in the Collateral owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory as provided hereinInventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantor.

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a an irrevocable (subject to termination under Section 8.14 ), nonexclusive license (exercisable without payment of royalty or other compensation or charge to any Grantor) or other right to use, license or sublicense sublicense, following the occurrence and during the continuance of an Event of Default, each Grantor’s labels, Patents, Copyrights, rights of use of any Intellectual Property name, trade secrets, trade names, Trademarks, service marks, customer lists, advertising matter and any other intellectual property rights or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such Intellectual Property; thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such the Intellectual Property; and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V, upon the occurrence and during the continuation of an Event of Default, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property intellectual property 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, the right to prosecute and maintain all Intellectual Property included subject, in the Collateral and case of Trademarks, to quality controls sufficient to maintain the right to ▇▇▇ for past infringement validity of such Intellectual Property; Trademarks and such Grantor’s rights therein and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral or Patent owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. During the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such Intellectual Property; and (b) subject to the terms of the Intercreditor Agreement, agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark included in the Collateral and any Inventory that is covered by any Copyright included in the Collateral and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral and sell such Inventory as provided herein.

Grant of Intellectual Property License. During the continuance of an Event of Default, for For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Agreement Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a an irrevocable, nonexclusive license (exercisable after the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property 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, the right to prosecute and maintain all Intellectual Property included in the Collateral and the right to ▇▇▇ for past infringement of such Intellectual Property; thereof and (b) irrevocably agrees that after the occurrence and during the continuance of an Event of Default the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark included in the Collateral owned by or licensed to such Grantor and any Inventory that is covered by any Copyright included in the Collateral owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark included in the Collateral owned by or licensed to such Grantor and sell such Inventory as provided herein.