Common use of IP License To Use Clause in Contracts

IP License To Use. Subject to Section 11.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE XII hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, contained in the Documentation, the Components and the Facilities purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale of the Bloom Systems and in conjunction with each Facility in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred or sub-licensed upon a transfer of a Bloom System to any Person who acquires such Bloom System, subject to Buyer’s compliance with Section 3.6(b), (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility pursuant to Section 10.2(c), (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE Article XII hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, Property contained in the Documentation, the Components Documentation and the Facilities purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale purchase and use of the Bloom Systems and in conjunction with each Facility in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred to Buyer’s Lender or sub-licensed its designee upon a transfer of the Portfolio and underlying agreements to such party due to a Bloom System foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lender’s security interest herein and, if transferred to Buyer’s Lender or its designee, such license may be further transferred by such party to any other Person who acquires such Bloom System, subject to the Portfolio from Buyer’s compliance with Section 3.6(b)Lender or its designee, (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility pursuant to Section 10.2(c), (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a an voluntary or involuntary Bankruptcy bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, and each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE Article XII hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, Property contained in the Documentation, the Components Documentation and the Facilities purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale purchase and use of the Bloom Systems and in conjunction with each Facility in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred to Buyer’s Lenders or sub-licensed their designee upon a transfer of the Portfolio and underlying agreements to such party due to a Bloom System foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lenders’ security interest herein and, if transferred to Buyer’s Lenders or their designee, such license may be further transferred by such party to any other Person who acquires such Bloom System, subject to the Portfolio from Buyer’s compliance with Section 3.6(b)Lenders or their designee, (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility pursuant to Section 10.2(c), (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a an voluntary or involuntary Bankruptcy bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, and each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.211.2 and the terms of the Shortfall Event License, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE Article XII hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, Property contained in the Documentation, the Components Documentation and the Facilities Bloom Systems purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale purchase and use of the each Bloom Systems and in conjunction with each Facility System in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred to Buyer’s Lender or sub-licensed its designee upon a transfer of the Portfolio and underlying agreements to such party due to a Bloom System foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lender’s security interest herein and, if transferred to Buyer’s Lender or its designee, such license may be further transferred by such party to any other Person who acquires such Bloom System, subject to the Portfolio from Buyer’s compliance with Section 3.6(b)Lender or its designee, (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility Bloom System pursuant to Section 10.2(c), and (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.27.2, and the terms of the Shortfall Event License, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE XII Article IX hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, Property contained in the Documentation, the Components Documentation and the Facilities Bloom Systems purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale purchase and use of the each Bloom Systems and in conjunction with each Facility System in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred to Buyer’s Lender or sub-licensed its designee upon a transfer of the Portfolio and underlying agreements to such party due to a Bloom System foreclosure proceeding, deed-in-lieu-of-foreclosure or other similar remedy on account of Buyer’s Lender’s security interest herein and, if transferred to Buyer’s Lender or its designee, such license may be further transferred by such party to any other Person who acquires such Bloom System, subject to the Portfolio from Buyer’s compliance with Section 3.6(b)Lender or its designee, (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility Bloom System pursuant to Section 10.2(c6.2(c), and (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, each PPA and Interconnection Agreement11.5. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon the Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, irrevocable (except as described in ARTICLE XII hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, contained in the Documentation, the Components and the Facilities purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), sale of the Bloom Systems and in conjunction with each Facility in accordance with the terms hereof and each PPA and Interconnection Agreement (the “IP License”); provided, provided that (a) such license may be transferred or sub-licensed upon a transfer of a Bloom System to any Person who acquires such Bloom System, subject to Buyer’s compliance with Section 3.6(b), (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility pursuant to Section 10.2(c), (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System and/or Facility in accordance with the terms hereof and, as applicable, each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.. Section 11.2

IP License To Use. Subject to Section 11.29.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, perpetual (except as described in ARTICLE X hereof), irrevocable (except as described in ARTICLE XII X hereof), non-terminable (except as described in ARTICLE X hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, contained in the Documentation, the Components Documentation and the Facilities Phase 2 New Systems purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b), and sale of the Bloom Phase 2 New Systems and in conjunction with each Facility Phase 2 New System in accordance with the terms hereof hereof, the Tariff, and each PPA and Interconnection Agreement (the “IP License”); provided, that (a) such license may be transferred or sub-licensed upon a transfer of a Bloom Phase 2 New System to any Person who acquires such Bloom Phase 2 New System, subject to Buyer’s compliance with Section 3.6(b)provisions of the A&R MOMA applicable to such transfer, (b) such license may be transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility Phase 2 New System pursuant to Section 10.2(c8.2(c), (c) such license may be transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.412.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom Phase 2 New System and/or Facility in accordance with the terms hereof and, as applicable, the Tariff and each PPA and Interconnection Agreement. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided herein, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.

IP License To Use. Subject to Section 11.2, Seller grants to Buyer a limited (as described herein), non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable (except as described in ARTICLE XII Section 12.4 hereof), non-transferable (except as described herein) license to use the Intellectual Property, including Seller’s proprietary Software, to the extent contained in the Documentation, the Components and the Facilities purchased hereunder (collectively, “Seller’s Intellectual Property”) in conjunction with the purchase, use, operation, maintenance, repair and, subject to Section 3.6(b3.6(2), sale of the Bloom Systems and in conjunction with each Facility in accordance with the terms hereof and each PPA and Interconnection Agreement Facilities (the “IP License”); provided, that (a) such license may be transferred or sub-licensed upon a transfer of a Bloom System Facility to any Person who acquires such Bloom SystemFacility, subject to Buyer’s compliance with Section 3.6(b3.6(2), (b) such license may be (and shall automatically be) transferred or sub-licensed by Buyer to any third party Buyer is entitled to engage to maintain any Facility pursuant to Section 10.2(c10.2(4), (c) such license may be (and shall automatically be) transferred by Buyer to any successor or assign of Buyer permitted pursuant to Section 14.4, and (d) in the event of a voluntary or involuntary Bankruptcy of Buyer, Seller hereby expressly consents to the assumption and assignment of the IP License by Buyer as necessary to allow Buyer’s continued use of each Bloom System System, any item of Ancillary Equipment and/or Facility in accordance with the terms hereof and, as applicable, each PPA ESA, Interconnection Agreement and Interconnection Agreementother applicable Facility Contracts. Seller shall retain all right, title and ownership of any and all Intellectual Property licensed by Seller hereunder. No right, title or interest in any such Intellectual Property is granted, transferred or otherwise conveyed to Buyer under this Agreement except as otherwise expressly set forth herein. Buyer shall not, except as otherwise provided hereinin violation of the rights granted to or obligations imposed on Buyer hereunder, modify, network, rent, lease, loan, sell, distribute or create derivative works based upon Seller’s Intellectual Property in whole or part, or cause or knowingly allow any third party to do so.. 732259453 19618353