Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 8 contracts
Sources: Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor, Ltd.)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and 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 software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.
Appears in 8 contracts
Sources: Security Agreement, Security Agreement (Chinos Holdings, Inc.), Security Agreement (Chinos Holdings, Inc.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Administrative Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 5 contracts
Sources: Security Agreement (Vivint Smart Home, Inc.), Credit Agreement (APX Group Holdings, Inc.), Security Agreement (APX Group Holdings, Inc.)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of DefaultAgent, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantors and exercisable only after the occurrence and during the continuation of an Event of Default) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any such license that is prohibited by and any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted such license granted by the Indenture, with respect Collateral Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 grants, or shall require a Grantor to grant, any license that is prohibited by applicable Law, or is prohibited by, or constitutes a breach or default under or results in the termination of any existing or future contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. Without limiting the foregoing, and notwithstanding the existence of any subsequent cure of an Event of Default, any license rights granted under the Intellectual Property Collateral hereunder are and shall be subject to all other license rights, existing or future, that are or will be granted by any Grantor to a third party. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.
Appears in 5 contracts
Sources: Security Agreement (Casa Systems Inc), Security Agreement (Casa Systems Inc), Credit Agreement (Bright Horizons Family Solutions Inc.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Administrative Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 5 contracts
Sources: Security Agreement, Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) the Applicable Agent an irrevocable (until the termination or a designee of the Indenture) nonexclusive Applicable Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureCredit Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Applicable Agent or its designee may be exercised, at the option of the Notes Collateral AgentApplicable Agent or such designee, only during the continuation of an Event of Default; provided that any licenseDefault after the First-Priority Lien Obligations Termination Date. Furthermore, sublicense or other transaction entered into by each Pledgor hereby grants to the Notes Collateral Applicable Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.
Appears in 4 contracts
Sources: Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp), Collateral Agreement (EP Energy Corp)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.
Appears in 4 contracts
Sources: First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of the Indenture) nonexclusive license (exercisable without payment all Events of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon no less than 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to executed with a third party or theretofore granted, otherwise unreasonably prejudices the value thereof to the extent permitted by the Indenture, with respect to such propertyrelevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 4 contracts
Sources: Security Agreement (PF2 SpinCo, Inc.), Security Agreement (PF2 SpinCo LLC), Security Agreement (Change Healthcare Inc.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor , the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 4 contracts
Sources: Security Agreement, Credit Agreement (Summit Materials, LLC), Security Agreement (B&H Contracting, L.P.)
Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesAgreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until during the termination continuance of the Indenture) Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property and Licenses (to the extent that they can be sublicensed or assigned to the Collateral Agent) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; providedthereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Collateral Agent) to the extent that such non-exclusive license (a) does not violate the express terms of any agreement or License between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property and Licenses, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of reasonable quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks, (ii) such licenses granted with regard to trade secrets shall be subject to the requirement that the trade secret status of such trade secrets be maintained and (iii) reasonable patent, trademark, copyright and proprietary notices are used. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 3 contracts
Sources: Collateral Agreement (Vacasa, Inc.), Collateral Agreement (Vacasa, Inc.), Collateral Agreement (EverCommerce Inc.)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and 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 software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Notes Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.
Appears in 3 contracts
Sources: Security Agreement (J Crew Group Inc), Security Agreement (J Crew Group Inc), Restructuring Support Agreement (J Crew Group Inc)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent an irrevocable (until the termination Agent’s sole discretion) a designee of the Indenture) nonexclusive Applicable Agent or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureCredit Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any licenseDefault after the First-Priority Lien Obligations Termination Date. Furthermore, sublicense or other transaction entered into by each Pledgor hereby grants to the Notes Collateral Applicable Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.
Appears in 3 contracts
Sources: Collateral Agreement (MBOW Four Star, L.L.C.), Collateral Agreement (MBOW Four Star, L.L.C.), Term Loan Agreement (MBOW Four Star, L.L.C.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes First Lien Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes First Lien Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon prior written request by the Notes First Lien Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes First Lien Collateral Agent an irrevocable a nonexclusive, non-transferable irrevocable, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyIntellectual Property, or gives any third party any right of acceleration, modification, termination or cancellation in any such document, or otherwise unreasonably prejudices the value of such Intellectual Property to the relevant Grantor; provided, further, provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the First Lien Collateral Agent’s maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes First Lien Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon termination of the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default; such license to the Intellectual Property shall automatically and immediately terminate and any Intellectual Property in the possession of the First Lien Collateral Agent shall be returned to such Grantor.
Appears in 3 contracts
Sources: First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Co), First Lien Collateral Agreement (Sotera Health Topco, Inc.)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Administrative Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Administrative Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and 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 software and programs used for the compilation or printout thereof; , provided, however, that nothing in this Section 3.03 shall require Grantors to grant any such license that is prohibited by and any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted such license granted by the Indenture, with respect Administrative Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Notes Collateral Administrative Agent may only be exercised, at the option of the Notes Collateral Administrative Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors Administrative Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 grants, or shall require a Grantor to grant, any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any existing or future contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. Without limiting the foregoing, and notwithstanding the existence of any subsequent cure of an Event of Default, any license rights granted under the IP Collateral hereunder are and shall be subject to all other license rights, existing or future, that are or will be granted by any Grantor to a third party. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.
Appears in 3 contracts
Sources: Credit Agreement (Par Pharmacuetical, Inc.), Security Agreement (Par Pharmacuetical, Inc.), Security Agreement (BioArray Solutions LTD)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a nonexclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 2 contracts
Sources: u.s. Second Lien Notes Security Agreement (Gates Global Inc.), u.s. Second Lien Notes Security Agreement (Gates Engineering & Services FZCO)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant subject to the Notes Collateral terms of the Intercreditor Agreements, each Grantor hereby grants to the Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense under such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, subject to the terms of the Intercreditor Agreements, at the option of the Notes Collateral Administrative Agent, only during the continuation continuance of an Event of Default; provided that any license. Subject to the terms of the Intercreditor Agreements, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 2 contracts
Sources: Second Lien Security Agreement (Global Eagle Entertainment Inc.), Second Lien Security Agreement (Global Eagle Entertainment Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors 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 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, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 2 contracts
Sources: Credit Agreement (Corporate Executive Board Co), Intellectual Property Security Agreement (Epicor Software Corp)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of DefaultDefault after written notice is given to Resolute of the Collateral Agent’s election to exercise such license; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. In operating under the license granted by each Grantor pursuant to this Section 5.03, the Collateral Agent agrees that the goods sold and services rendered under any Trademarks shall be of a nature and quality substantially consistent with those theretofore offered under such Trademarks by such Grantor and such Grantor shall have the right to inspect during the term of such license, at any reasonable time or times upon reasonable notice to the Collateral Agent, and at such Grantor’s own cost and expense, representative samples of goods sold and services rendered under such Trademarks.
Appears in 2 contracts
Sources: Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive a non-exclusive, royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Vivint Solar, Inc.), Credit Agreement (Vivint Solar, Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 2 contracts
Sources: Intellectual Property Security Agreement (Freescale Semiconductor Holdings I, Ltd.), Intellectual Property Security Agreement (Freescale Semiconductor Inc)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent an irrevocable (until or the termination Collateral Agent, for the ratable benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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, however, that nothing in this Section 3.03 5.03 shall require Grantors such Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach 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, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 2 contracts
Sources: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the benefit of the Secured Parties, an irrevocable (until the but terminable, upon termination of the Indenture) nonexclusive this Agreement in accordance with Section 5.13 hereof), non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to sue for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Notes Collateral Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.
Appears in 2 contracts
Sources: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement, and in accordance with any applicable Intercreditor Agreement at such time as or the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesIndenture, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors each case subject to grant any license that is prohibited by any rule such Grantor’s reasonable security policies and obligations of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedconfidentiality, to the extent permitted that such nonexclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein, and (b) is not prohibited by the Indenture, with respect to such propertyany requirements of law; provided, further, provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an any Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive a nonexclusive, royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of any Event of Default and upon written notice to the applicable Grantor of any Event of Default, and nothing in this Section 3.03 5.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, unreasonably prejudices the value of any Intellectual Property, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that any such licenses license and any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including provisions requiring (as applicable) the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be granted hereunder construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may also exercise the rights afforded under Section 5.01 with respect to Trademarks shall be subject to Intellectual Property contained in the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.
Appears in 1 contract
Sources: Credit Agreement (Smart Sand, Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor hereby grants to (in the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination Agent’s sole discretion) a designee of the Indenture) nonexclusive Agent or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense (subject to any obligation to maintain the quality of goods and services provided under any Trademark consistent with the quality of such goods and services provided by the Pledgors immediately prior to such Event of Default) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks non-exclusive license shall be subject to and shall not violate any agreement between a Pledgor and a third party governing the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity applicable Pledgor’s use of such TrademarksArticle 9 Collateral consisting of Intellectual Property, shall not give such third party any right of acceleration, modification or cancellation therein and shall not be prohibited by any applicable law or Governmental Authority. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent Secured Party to exercise rights and remedies under this Agreement Article at such time as the Notes Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent Secured Party an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, howeverin each case subject to the terms and conditions and to the extent allowable under any agreement with a third party pursuant to which such Collateral was initially licensed. For clarity, that nothing in this Section 3.03 shall require while an Event of Default exists and to the extent necessary to satisfy the Obligations, the Grantors hereby grant to grant any license that is prohibited by any rule the Secured Party, a sublicense under all of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results Grantor’s interest in the termination of Third Party Patents (and any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedand all associated Intellectual Property), to the extent permitted by allowed pursuant the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be Third Party Agreements and subject to the maintenance terms and conditions therein, solely as required for the manufacture, sale, offer for sale, use or importation of quality standards with respect to Products in the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksTerritory. The use of such license by the Notes Collateral Agent may Secured Party shall be exercised, at the option of the Notes Collateral AgentSecured Party, upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent Secured Party in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Notwithstanding the foregoing, the Secured Party hereby covenants and agrees only to exercise the rights set forth in this Section 5.02 above solely in the event of an ongoing Event of Default and to the extent necessary for the manufacture, sale, offer for sale, use or importation of Products in the Territory as required satisfy the Obligations.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral Intellectual Property constituting Article 9 Collateral, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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, however, that nothing in this Section 3.03 4.03 shall require Grantors such Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach 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, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Sources: Collateral Agreement (Summit Midstream Partners, LP)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights Agreement, and remediesin accordance with any applicable Intercreditor Agreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors each case subject to grant any license that is prohibited by any rule Grantor’s reasonable security policies and obligations of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedconfidentiality, to the extent permitted that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by the Indenture, with respect to such propertyany requirements of law; provided, further, provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Administrative Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) Termination Date), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors 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 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, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity and, in all material respects, the aggregate value of such Trademarks. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Sources: Credit Agreement (Lmi Aerospace Inc)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject to usethe terms of any applicable Licenses, license or and subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use and sublicense any of the IP Collateral now owned or hereafter acquired by or licensed to such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, and protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such IP Collateral or Licenses above and beyond, in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral or Licenses hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of lawapplicable Law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; provided, further, that such licenses to be granted hereunder with respect to (b) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor immediately prior to preserve the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation, the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights Agreement, and remediesin accordance with any Intercreditor Agreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification or cancellation therein and (b) is not prohibited by any rule requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Sources: Base Indenture (Denali Holding Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach 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, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
Appears in 1 contract
Sources: Intellectual Property Security Agreement (Catalent USA Woodstock, Inc.)
Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, solely in connection with (x) the marketing of the Grantors’ services and (y) the operation of the Grantors’ businesses, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing any such license granted by the Collateral Agent to a third party shall be limited to the purposes set forth in this Section 3.03 4.01 and include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon prior written request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable a nonexclusive, non-transferable irrevocable, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 4.04 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyIntellectual Property, or gives any third party any right of acceleration, modification, termination or cancellation in any such document, or otherwise unreasonably prejudices the value of such Intellectual Property to the relevant Grantor; provided, further, provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default and upon termination of the Event of Default; provided that such license to the Intellectual Property shall automatically and immediately terminate and any license, sublicense or other transaction entered into by Intellectual Property in the possession of the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Defaultreturned to such Grantor.
Appears in 1 contract
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Third Lien Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Third Lien Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Third Lien Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Issuers to the Third Lien Agent of an Officer’s Certificate of a Responsible Officer of the IndentureIssuers to that effect) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Third Lien Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Third Lien Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Issuers to the Third Lien Agent of an Officer’s Certificate of a Responsible Officer of the Issuers to that effect and shall be exercised by the Third Lien Agent solely during the continuance of an Event of Default and upon no less than 10 days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Third Lien Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Third Lien Agent under this Agreement, any other Security Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Third Lien Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Third Lien Agent may be exercised, at the option of the Notes Collateral Third Lien Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Third Lien Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.
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Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant subject to the Notes Collateral terms of the Intercreditor Agreements, each Grantor hereby grants to the Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of such Trademarks. The the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of such license by appropriate notices and prohibiting the Notes Collateral Agent may be exerciseduse of false notices, at the option quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Notes Collateral AgentAdministrative Agent under this Agreement, during any other Loan Document or applicable Law, nothing in the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith foregoing license grant shall be binding upon construed as granting the Grantors notwithstanding Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any subsequent cure such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of an Event of Default.doubt, the use of
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Sources: Second Lien Security Agreement (Jason Industries, Inc.)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) subject to Section 5.13), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors 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 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, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity and, in all material respects, the aggregate value of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
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Sources: Intellectual Property Security Agreement (Lmi Aerospace Inc)
Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral Intellectual Property constituting Article 9 Collateral, now owned or hereafter acquired by such the Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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, however, that nothing in this Section 3.03 5.03 shall require Grantors the Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach 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, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Grantor notwithstanding any subsequent cure of an Event of Default.
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Sources: Guarantee and Collateral Agreement (Summit Midstream Partners, LP)
Grant of License to Use Intellectual Property. For (a) Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder).
(b) The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 7.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 7.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 7.02.
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Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Sections 6.01 and 6.02 at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch Grantor) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorGrantor to the extent of the interest of such Grantor therein at such time, and wherever the same may be located, and 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 software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may shall be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; , provided that any license, sublicense sub-license or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. In operating under the license granted by each Grantor pursuant to this Section 6.03, the Collateral Agent agrees that the goods sold and services rendered under the Trademarks shall be of a nature and quality substantially consistent with those theretofore offered under such Trademarks by such Grantor and such Grantor shall have the right to inspect during the term of such license, at any reasonable time or times upon reasonable notice to the Collateral Agent, and at such Grantor's own cost and expense, representative samples of goods sold and services rendered under the Trademarks.
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