Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 4 contracts
Samples: Security Agreement (O-I Glass, Inc. /DE/), Intercreditor Agreement (Owens-Illinois Group Inc), Credit Agreement (Owens-Illinois Group Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 10.04 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 4 contracts
Samples: Security Agreement, Security Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the reasonable request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any such Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, which, in such Grantor’s reasonable judgment are necessary to prevent the infringement of any material of the Intellectual Property Collateral material to such Grantor’s business by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 3 contracts
Samples: Credit Agreement (FTD Group, Inc.), Security Agreement (FTD Group, Inc.), Security Agreement (FTD Group, Inc.)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.4 and 10.5 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of the material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 3 contracts
Samples: Security Agreement (Quidel Corp /De/), Security Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 3 contracts
Samples: Security Agreement (Ironton Iron Inc), Security Agreement (Covanta Energy Corp), Security Agreement (Autotote Corp)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Isle of Capri Casinos Inc), Security Agreement (Isle of Capri Casinos Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation continuance of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, promptly reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 1.5 and 1.6 of the Credit Exchange Agreement and Section 19 17 hereof, as applicable, in connection with the exercise of its rights under this Section 1715, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any LenderHolder) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (NextWave Wireless Inc.), Security Agreement (NextWave Wireless Inc.)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as XV-25 Security Agreement are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Credit Agreement (Integrated Defense Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation continuance of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, promptly reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 1.5 and 1.6 of the Credit Purchase Agreement and Section 19 17 hereof, as applicable, in connection with the exercise of its rights under this Section 1715, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any LenderHolder) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (NextWave Wireless Inc.), Security Agreement (NextWave Wireless Inc.)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 subsections 10.3 and 10.4 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Owens-Illinois Group Inc), Security Agreement (Owens Illinois Group Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 1716, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in commencing or maintaining any action, suit or proceeding or other action against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Hexcel Corp /De/), Security Agreement (Hexcel Corp /De/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security Agreement (Horseshoe Gaming Holding Corp), Security Agreement (Autotote Corp)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentAgent (at the direction of the Required Lenders), do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 the indemnification and expense reimbursement provisions of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees others, subject to use its the exercise of commercially reasonable judgment in maintaining whether and how to maintain any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentAgent (acting under the direction of the Required Lenders), each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) and each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any LenderSecured Party) receives cash proceeds or other value in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 the indemnification and expense reimbursement provisions of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees others, subject to use its the exercise of commercially reasonable judgment in maintaining whether and how to maintain any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) and each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any LenderSecured Party) receives cash proceeds or other value in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Security and Pledge Agreement (School Specialty Inc), Security and Pledge Agreement (School Specialty Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.4 and 10.5 of the Credit Agreement and Section 19 17 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any LenderBank) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-pro- rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Levi Strauss & Co), Pledge and Security Agreement (Levi Strauss & Co)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation continuance of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (Urs Corp /New/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in commencing or maintaining any action, suit or proceeding or other action against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 Sections 10.3 and 10.4 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s 's behalf and to be compensated by Collateral Agent at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.4 and 10.5 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any LenderBank) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-pro- rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent the Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent the Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agentthe Secured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent the Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent the Secured Party as provided in Section 12.4 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent the Secured Party shall elect not to then bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement by others of any material of the Intellectual Property Collateral by others material to its business or operation and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agentthe Secured Party, each Grantor shall execute and deliver to Collateral Agent the Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent the Secured Party (or any Lenderother Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make agrees to cooperate with the Secured Party in making available to Collateral Agentthe Secured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on as the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agentthe Secured Party’s behalf and to be compensated by Collateral Agent the Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral the Administrative Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral the Administrative Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral the Administrative Agent, do any and all lawful acts and execute any and all documents required by Collateral the Administrative Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral the Administrative Agent as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral the Administrative Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 1716, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in commencing or maintaining any action, suit or proceeding or other action against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral the Administrative Agent, each Grantor shall execute and deliver to Collateral the Administrative Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral the Administrative Agent, each Grantor shall make available to Collateral the Administrative Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on as the date of such Event of Default as Collateral Administrative Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral the Administrative Agent’s behalf and to be compensated by Collateral the Administrative Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral the Administrative Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral the Administrative Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral the Administrative Agent, do any and all lawful acts and execute any and all documents required by Collateral the Administrative Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral the Administrative Agent as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral the Administrative Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 1716, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in commencing or maintaining any action, suit or proceeding or other action against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral the Administrative Agent, each Grantor shall execute and deliver to Collateral the Administrative Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral the Administrative Agent, each Grantor shall make available to Collateral the Administrative Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on as the date of such Event of Default as Collateral Administrative Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral the Administrative Agent’s behalf and to be compensated by Collateral the Administrative Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 9.05 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (Panolam Industries International Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 SECTIONS 10.3 and 10.4 of the Credit Agreement and Section SECTION 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s 's behalf and to be compensated by Collateral Agent at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (NHW Auburn LLC)
Additional Remedies for Intellectual Property Collateral. (a) Anything Subject to the provisions of the Intercreditor Agreement, anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the reasonable request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents reasonably required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 11.5 and 11.11 of the Revolving Credit Agreement and the Term Loan Agreement and Section 19 20 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each such Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each such Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each such Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor Grantors shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each such Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral material to its operations or business as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.the
Appears in 1 contract
Samples: Security Agreement (Brand Services)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 11.3 and 11.4 of the Credit Agreement and Section 19 SECTION 20 hereof, as applicable, in connection with the exercise of its rights under this Section 17SECTION 18, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17SECTION 18, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; provided that additional filings with the United States Patent and Trademark Office and the United States Copyright Office with respect to such Intellectual Property Collateral shall only be required as set forth in subsection 5(b) and the representation and warranty set forth in Section 4(h) apply to such Intellectual Property Collateral only after such filings are required to be made; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (Merrill Corp)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the reasonable request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents reasonably required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit benefit-structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property CollateralProperty, in which event each Grantor shall, at upon the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required or reasonably requested by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, which, in such Grantor’s reasonable judgment are necessary to prevent the infringement of any material of the Intellectual Property Collateral material to such Grantor’s business by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral owned by such Grantor and such other documents as are necessary or reasonably appropriate to carry out the intent and purposes of this Agreement, provided, however, that, upon the occurrence and during the continuation of an Event of Default, Secured Party shall not require Grantor to execute and deliver to Secured Party an assignment of any application for a Trademark which then-current filing basis is Section 1(b) of the Xxxxxx Act (an “ITU Application”) where such assignment could, in Grantor’s reasonable business judgment, violate the prohibition against assignment of ITU Applications contained in Section 10 of the Xxxxxx Act; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property CollateralProperty; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall use reasonable efforts to make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations Trademarks and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Credit Agreement (United Online Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 7.05 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent the Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent the Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agentthe Secured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent the Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent the Secured Party as provided in Section 12.4 9 of the Credit Asset Purchase Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent the Secured Party shall elect not to then bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement by others of any material of the Intellectual Property Collateral by others material to its business or operation and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agentthe Secured Party, each Grantor shall execute and deliver to Collateral Agent the Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent the Secured Party (or any Lenderother Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make agrees to cooperate with the Secured Party in making available to Collateral Agentthe Secured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on as the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agentthe Secured Party’s behalf and to be compensated by Collateral Agent the Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation continuance of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof17, as applicable, in connection with the exercise of its rights under this Section 1715, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially List of Exhibits reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (Urs Corp /New/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation continuance of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Credit Agreement (Urs Corp /New/)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 11 and 12 of the Credit Loan Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the reasonable request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any such Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, which, in Grantor’s reasonable judgment is necessary to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (FTD Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of a Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 10.7 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.4 and 10.5 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any LenderBank) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each such Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor the Grantors shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Lender) Secured Party receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five (5) Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s theGrantors’ expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent the Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent the Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent the Secured Party as provided in Section 12.4 9.6 of the Credit Agreement and Section 19 21 hereof, as applicable, in connection with the exercise of its rights under this Section 1719, and, to the extent that Collateral Agent the Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agentthe Secured Party, each Grantor shall execute and deliver to Collateral Agent the Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; and (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent the Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s behalf and to be compensated by Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Samples: Security Agreement (Green Plains Renewable Energy, Inc.)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.6 and 11.8 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use unless such Grantor in its commercially reasonable judgment in maintaining any actiondecides otherwise, suit to maintain such actions, suits or proceeding proceedings against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 those provisions of the Revolver Credit Agreement (or any successor provisions thereto) or the Term Loan Agreement (or any successor provisions thereto) that require one or more of the Grantors to reimburse expenses of or indemnify the Collateral Agent or the Benefited Parties and as provided in Section 19 21 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Revolver Lender or Term Loan Lender, subject to the terms of the Intercreditor Agreement) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s 's behalf and to be compensated by Collateral Agent at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 11.4 and 11.5 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees Exh. XIII-26 to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
Appears in 1 contract
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral Agent, do any and all lawful acts and execute any and all documents required by Collateral Agent in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent as provided in Section 12.4 those provisions of the Credit Detroit L/C Facility Agreement (or any successor provisions thereto), the New L/C Facility Agreement (or any successor provisions thereto) and the High Yield Indenture (or any successor provisions thereto) that require one or more of the Grantors to reimburse expenses of or indemnify the Collateral Agent or the Benefited Parties and as provided in Section 19 21 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral Agent, each Grantor shall execute and deliver to Collateral Agent an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent (or any Detroit L/C Lender, New L/C Lender or High Yield Noteholder, subject to the terms of the Intercreditor Agreement) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral Agent, each Grantor shall make available to Collateral Agent, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s 's behalf and to be compensated by Collateral Agent at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property CollateralProperty, in which event each Grantor shall, at upon the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required or reasonably requested by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 subsections 10.2 and 10.3 of the Credit Agreement and Section 19 18 hereof, as applicable, in connection with the exercise of its rights under this Section 1716, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, which, in such Grantor’s reasonable judgment are necessary to prevent the infringement of any material of the Intellectual Property Collateral material to such Grantor’s business by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral owned by such Grantor and such other documents as are necessary or reasonably appropriate to carry out the intent and purposes of this Agreement, provided, however, upon the occurrence and during the continuation of an Event of Default, Secured Party shall not require Grantor to execute and deliver to Secured Party an assignment of any application for a Trademark which then-current filing basis is Section 1(b) of the Lxxxxx Act (an “ITU Application”) where such assignment could, in Grantor’s reasonable business judgment, violate the prohibition against assignment of ITU Applications contained in Section 10 of the Lxxxxx Act; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property CollateralProperty; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall use reasonable efforts to make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations Trademarks and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.2 and 10.3 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 10.6 and 11.8 of the Credit Agreement and Section 19 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of its Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the its Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the its Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the its Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 7 of the Credit Agreement and Section 19 17 hereof, as applicable, in connection with the exercise of its rights under this Section 1715, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral AgentSecured Party’s behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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Samples: Security Agreement (Talbots Inc)
Additional Remedies for Intellectual Property Collateral. (a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, (i) Collateral Agent Secured Party shall have the right (but not the obligation) to bring suit, in the name of any Grantor, Collateral Agent Secured Party or otherwise, to enforce its rights with respect to any Intellectual Property Collateral, in which event each Grantor shall, at the request of Collateral AgentSecured Party, do any and all lawful acts and execute any and all documents required by Collateral Agent Secured Party in aid of such enforcement and each Grantor shall promptly, upon demand, reimburse and indemnify Collateral Agent Secured Party as provided in Section 12.4 Sections 12.2 and 12.3 of the Credit Agreement and Section 19 20 hereof, as applicable, in connection with the exercise of its rights under this Section 17Section, and, to the extent that Collateral Agent Secured Party shall elect not to bring suit to enforce any Intellectual Property Collateral as provided in this Section 17Section, each Grantor agrees to use all commercially reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any material of the Intellectual Property Collateral by others and for that purpose agrees to use its commercially reasonable judgment judgement in maintaining any action, suit or proceeding against any Person so infringing reasonably necessary to prevent such infringement; (ii) upon written demand from Collateral AgentSecured Party, each Grantor shall execute and deliver to Collateral Agent Secured Party an assignment or assignments of the Intellectual Property Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Collateral Agent Secured Party (or any Lender) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property Collateral; and (iv) within five Business Days after written notice from Collateral AgentSecured Party, each Grantor shall make available to Collateral AgentSecured Party, to the extent within such Grantor’s 's power and authority, such personnel in such Grantor’s 's employ on the date of such Event of Default as Collateral Agent Secured Party may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark Registrations and Trademark Rights, such persons to be available to perform their prior functions on Collateral Agent’s Secured Party's behalf and to be compensated by Collateral Agent Secured Party at such Grantor’s 's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default.
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