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 Agent to exercise rights and remedies under this Section 13 at such time as the Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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 Agent shall be exercised, at the Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure, waiver or other termination of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Agent to exercise rights and remedies under this Section 13 12 at such time as the Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent an irrevocable, non-exclusive nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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 Agent shall be exercised, at the Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure, waiver or other termination of an Event of Default.

Grant of License to Use Intellectual Property. For the ---------------------------------------------- purpose of enabling the Security Agent to exercise rights and remedies under this Section 13 Article at such time as the Security Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants to the Security Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantorthe Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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)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 thereofthereof (other than in violation of any Trademark Agreements or any other then-existing licensing arrangements to the extent that waivers have not been obtained in the Trademark Collateral Agreement or cannot otherwise be obtained). The use of such license by the Security Agent shall be exercised, at the option of the Security Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided that any -------- license, sub-license or other transaction entered into by the Security Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure, waiver or other termination 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 Section 13 Article at such time as the Collateral Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants (to the extent, but only to the extent, such grant does not violate the terms of any agreement or license pursuant to which such Grantor has rights in such Collateral) to the Collateral Agent an irrevocableirrevocable (until the termination of this Agreement), non-exclusive license (exercisable without payment of royalty or other compensation to such Grantorthe Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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)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 shall may only be exercised, at the Agent’s option, only exercised upon the occurrence and during the continuation of an Event of Default; provided that any license, 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, waiver or other termination cure of an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Agent to exercise rights and remedies under this Section 13 at such time as the Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent an irrevocable, non-exclusive nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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 Agent shall be exercised, at the Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure, waiver or other termination of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Security Agent to exercise rights and remedies under this Section 13 Article at such time as the Security Agent shall be lawfully and otherwise entitled to exercise such rights and remedies, each Grantor hereby grants to the Security Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantorthe Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by the Grantor to the extent that such Grantor 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)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 thereofthereof (other than in violation of any Trademark Agreements or any other then-existing licensing arrangements to the extent that waivers have not been obtained in the Trademark Collateral Agreement or cannot otherwise be obtained). The use of such license by the Security Agent shall be exercised, at the option of the Security Agent’s option, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Security Agent in accordance herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure, waiver or other termination cure of an Event of Default.