Common use of 8Intellectual Property Clause in Contracts

8Intellectual Property. (a) On the date hereof, Schedule 5 lists all patented or registered Intellectual Property (and all applications for Patents or registrations thereof), material Copyright Licenses, material Trademark Licenses and material Patent Licenses owned by each Grantor. (b) On the date hereof, all material Intellectual Property owned by such Grantor is valid, subsisting, in-force, unexpired and enforceable, has not been abandoned, expired or lapsed and, to such Grantor’s knowledge, all such material Intellectual Property and all physical manifestations, embodiments or uses thereof does not infringe, misappropriate or dilute the Intellectual Property rights of any other Person. (c) On the date hereof, except as set forth in Schedule 5, none of the Intellectual Property owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. (d) To the knowledge of Grantors, no holding, decision or judgment has been rendered by any governmental or administrative authority which would limit, invalidate, render unenforceable, cancel or question the validity or enforceability of, or any Grantor’s rights in, any Intellectual Property owned by any Grantor in any material respect (other than office actions issued in the ordinary course of prosecution of any pending applications for Patents or applications for registration of other Intellectual Property). (e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened in writing, on the date hereof (i) seeking to limit, invalidate, render unenforceable, cancel or question the validity or enforceability of any material Intellectual Property owned by such Grantor or any Grantor’s ownership interest therein, or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (f) Each Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the businesses of such Grantor, without any infringement upon, misappropriation of or dilution of rights of others which could reasonably be expected to have a Material Adverse Effect.

8Intellectual Property. (a) On Such Grantor (either itself or through licensees) will, except as shall be consistent with Grantor’s commercially reasonable business judgment, (i) continue to use each material Trademark owned by such Grantor in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the date hereofpast substantially the quality of products and services offered under each such Trademark, Schedule 5 lists (iii) use each such Trademark with the appropriate notice of registration and all patented other notices and legends, in each case as required by applicable Law, (iv) not adopt or registered Intellectual Property use any xxxx which is confusingly similar or a colorable imitation of any such Trademark unless the Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and all applications for Patents not permit any licensee or registrations thereof), material Copyright Licenses, sublicensee thereof to) do any act or knowingly omit to do any act whereby any such material Trademark Licenses and may become invalidated or impaired in any material Patent Licenses owned by each Grantorway. (b) On the date hereofSuch Grantor (either itself or through licensees) will not do any act, all or omit to do any act, whereby any material Intellectual Property Patent owned by such Grantor is validmay become invalidated, subsistingunenforceable, in-forceabandoned or dedicated to the public. (c) Such Grantor (either itself or through licensees), unexpired and enforceable, has not been abandoned, expired or lapsed and, to such except as shall be consistent with Grantor’s knowledgecommercially reasonable business judgment (i) will employ each material Copyright owned by such Grantor and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees), all except as shall be consistent with Grantor’s commercially reasonable business judgment, do any act whereby any material portion of such material Intellectual Property and all physical manifestations, embodiments Copyrights may fall into the public domain. (d) Such Grantor (either itself or uses thereof does through licensees) will not infringe, misappropriate or dilute knowingly infringe the Intellectual Property intellectual property rights of any other Person. (ce) On Such Grantor will notify the date hereof, except as set forth in Schedule 5, none of the Intellectual Property owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. (d) To the knowledge of Grantors, no holding, decision or judgment has been rendered by any governmental or administrative authority which would limit, invalidate, render unenforceable, cancel or question the validity or enforceability ofCollateral Agent promptly if it knows, or has reason to know, that any Grantor’s rights in, any Intellectual Property owned by any Grantor in any material respect (other than office actions issued in the ordinary course of prosecution of any pending applications for Patents application or applications for registration of other Intellectual Property). (e) No action or proceeding is pending, or, relating to the knowledge of such Grantor, threatened in writing, on the date hereof (i) seeking to limit, invalidate, render unenforceable, cancel or question the validity or enforceability of any material Intellectual Property owned by such Grantor may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership interest thereinof, or (ii) whichthe validity of, if adversely determined, could reasonably be expected any material Intellectual Property or such Grantor’s right to have a Material Adverse Effectregister the same or to own and maintain the same. (f) Each Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the businesses of Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Agent may reasonably request (which may include any applicable Intellectual Property Security Agreement) to evidence the Collateral Agent’s and the Lenders’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby. (g) Except as shall be consistent with a Grantor’s commercially reasonable business judgment, such Grantor will take all reasonable and necessary steps, including, without limitation, in any infringement uponproceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property owned by such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (h) In the event that any material Intellectual Property owned by a Grantor is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Collateral Agent after it learns thereof and, except as shall be consistent with a Grantor’s commercially reasonable business judgment, xxx for infringement, misappropriation of or dilution of rights of others which could reasonably be expected dilution, to have a Material Adverse Effectseek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.