Common use of Grant of License to Use Intellectual Property Clause in Contracts

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), 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 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 use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Each Grantor hereby grants to the purpose of enabling Collateral Agent, to the extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement and the Other Security Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), ) 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, to the extent and only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and any Person other than a Wholly Owned Subsidiary. The use rights of such license by the Collateral Agent under such license may be exercised, at the option of the Collateral Agent, only solely upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an any Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), 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 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, subject, in the case of Trademarks, to the observance of standards of quality and inspection in connection with the use of such Trademarks as are sufficient to maintain the validity and enforceability of such Trademarks. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), ) to use, license or sublicense sub-license 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 use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, PROVIDED that any license, sublicense sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), ) 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 use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, PROVIDED that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For In addition to the Collateral Agent’s rights in Section 3.01 hereof, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain shall, upon request by the consent to license all Intellectual Property referred to below Collateral Agent (acting at the written direction of a majority of Holders) at any time after and during the continuance of an Event of Default, grant to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants a nonexclusive license to the Collateral Agent an irrevocable, nonexclusive extent that granting such license (exercisable without payment is permitted by applicable law and under the terms of royalty or other compensation to the Grantors)each License, to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned owned, used or hereafter acquired or used 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 use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocableirrevocable (during the term of this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), ) 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 (to the extent not prohibited by an enforceable agreement with a party other than Holdings, the Borrower or any Subsidiary that is permitted by Section 6.06(b) of the Credit Agreement) 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 use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default. SECTION 5.04.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement Section 12 at such time as the Collateral Administrative Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), such Grantor) to use, license or sublicense sub-license any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such GrantorGrantor is not legally or contractually prohibited from doing so (Grantor agreeing to use commercially reasonable efforts not to enter into, after the Closing Date, any such contractual prohibition), 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 use of such license by the Collateral Administrative Agent may shall be exercised, subject to the provisions of the Intercreditor Agreement, at the option of the Collateral Administrative Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense sub-license or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure cure, waiver or other termination of an Event of Default.

Grant of License to Use Intellectual Property. For In accordance with, and to the extent consistent with the Intercreditor Agreement and the Indenture, and for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license but subject to the terms, conditions or restrictions of any existing license (exercisable without payment of royalty or other compensation to the Grantors), ) 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 use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral AgentAgent (after the Discharge of Priority Lien Obligations), only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), 6.03) each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), ) to use, license or sublicense sub-license 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 use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement Section 12 at such time as the Collateral Administrative Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), such Grantor) to use, license or sublicense sub-license any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such GrantorGrantor is not legally or contractually prohibited from doing so (Grantor agreeing to use commercially reasonable efforts not to enter into, after the Closing Date, any such contractual prohibition), 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 use of such license by the Collateral Administrative Agent may shall be exercised, at the option of the Collateral Administrative Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sublicense sub-license or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure cure, waiver or other termination of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under Section 4.01 of this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, to the extent permitted to do so (and each Grantor shall make all commercially reasonable efforts to obtain the consent to license all Intellectual Property referred to below to the Collateral Agent pursuant to this Section 5.03), each Grantor hereby grants to the Collateral Agent an irrevocable, a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property (subject, however, with respect to Trademarks, to reasonable quality control provisions and the Grantors right to inspect to confirm compliance therewith) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofthereof (if and to the extent that the Grantor has the right to grant such license). The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. Upon the payment in full of the Obligations, this license granted to the Collateral Agent shall automatically and immediately terminate.