Common use of IP Licenses Clause in Contracts

IP Licenses. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor, but exercisable only upon the occurrence and during the continuance of an Event of Default), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor), exercisable only upon the occurrences and during the continuance of an Event of Default, to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 2 contracts

Sources: Second Lien Guaranty and Security Agreement (Clearlake Capital Partners, LLC), Second Lien Guaranty and Security Agreement (Goamerica Inc)

IP Licenses. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Section 6.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor, but exercisable only upon the occurrence and during the continuance of an Event of Default), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor), exercisable only upon the occurrences and during the continuance of an Event of Default, to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 1 contract

Sources: Guaranty and Security Agreement (Goamerica Inc)

IP Licenses. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Section 6.1 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell sell, assign, convey, transfer or grant options to purchase any Collateral) upon after the occurrence and during the continuance of an Event of Default, at such time as Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, (i) to the extent permitted under any applicable license, an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor, but exercisable only upon the occurrence and during the continuance of an Event of Default), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Grantor constituting Collateral and access to all media in which any of the licensed items may be recorded or stored and access to all Software and programs constituting Collateral used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor), exercisable only upon the occurrences and during the continuance of an Event of Default, ) to use, operate and occupy all Real real Property owned, operated, leased, subleased or otherwise occupied by such GrantorGrantor constituting Collateral.

Appears in 1 contract

Sources: Pledge and Security Agreement (Waitr Holdings Inc.)

IP Licenses. For To the extent permitted, and only for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Section 6.1 during the continuance of an Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell sell, assign, license out, convey, transfer or grant options to purchase any Collateral) upon at such time as the occurrence Collateral Agent on behalf of Lenders and during the continuance of an Event of Defaultother Secured Parties shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Collateral Agent (i) an irrevocable, nonexclusive, assignable, worldwide license (exercisable without payment of royalty or other compensation to such Grantor, but exercisable only upon the occurrence and during the continuance of an Event of Default), including in such license the right to sublicense, use and practice any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor), exercisable only upon the occurrences and during the continuance of an Event of Default, ) to use, operate and occupy all Real Property real property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 1 contract

Sources: Guaranty and Security Agreement (Epizyme, Inc.)

IP Licenses. For To the extent permitted, and only for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Section 6.1 during the continuance of an Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell sell, assign, license out, convey, transfer or grant options to purchase any Collateral) upon at such time as the occurrence Collateral Agent on behalf of Lenders and during the continuance of an Event of Defaultother Secured Parties shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Collateral Agent (i) an irrevocable, nonexclusive, worldwide assignable, license in the Territory (exercisable without payment of royalty or other compensation to such Grantor, but exercisable only upon the occurrence and during the continuance of an Event of Default), including in such license the right to sublicense, use and practice any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor), exercisable only upon the occurrences and during the continuance of an Event of Default, ) to use, operate and occupy all Real Property real property owned, operated, leased, subleased or otherwise occupied by such Grantor.

Appears in 1 contract

Sources: Loan Agreement (Collegium Pharmaceutical, Inc)