After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 4 contracts
Samples: Security Agreement (Novelis South America Holdings LLC), Security Agreement (Novelis Inc.), Security Agreement (Novelis South America Holdings LLC)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (and in any event within 45 days) provide to the Collateral Agent Secured Party written notice of any of the foregoing as it relates to registered Intellectual Property owned by such Pledgor which is the subject of a registration or application Collateral and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent Secured Party and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and Secured Party's security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent Secured Party to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof for which written notice has been provided as set forth herein. Notwithstanding the foregoing, nothing herein shall require the delivery or execution of foreign law governed documents with respect to foreign Intellectual Property Collateral or the filing or registering of same.
Appears in 3 contracts
Samples: Security Agreement (Raptor Pharmaceutical Corp), Security Agreement (Raptor Pharmaceutical Corp), Security Agreement (Raptor Pharmaceutical Corp)
After-Acquired Property. If As to any Pledgor property that would be included among the Collateral of any Credit Party on the date hereof but for the fact that such property does not presently exist or the fact that such Credit Party does not presently have any rights in such property or any power to transfer rights therein, such property shall be included among the Collateral of such Credit Party, and Agent’s security interest in such property shall automatically attach thereto, immediately when such property comes into existence and such Credit Party acquires any rights therein or any rights to transfer rights therein, in each case without the making or doing of any further or other act or thing. If, at any time after the date hereof (i) obtain hereof, any ownership Credit Party shall acquire any rights or other any power to transfer rights in and/or any Commercial Tort Claim, or if the UCC shall be amended to include within its scope any additional Intellectual Property (including trademark applications for which evidence of property that, prior to giving effect to such amendment, would not be included among the use Collateral of such trademarks in interstate commerce has been submitted to Credit Party, then, and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each such case, such longer period Credit Party shall forthwith notify Agent and shall execute and deliver to Agent (or otherwise authenticate if Agent shall require) such security agreements and other writings or records as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Propertyshall require, of an instrument each in form and substance reasonably acceptable satisfactory to Agent, for the Collateral purpose of granting in favor of Agent, for the benefit of Agent and the filing of any instruments or statements Lenders, as shall be reasonably necessary to createsecurity for the Secured Debt, record, preserve, protect or perfect the Collateral Agent’s lien and a perfected first priority security interest in and assignment of such Intellectual PropertyCommercial Tort Claim or other property and all proceeds thereof, free and clear of any Lien other than any in favor of Agent. FurtherUpon the granting of such security interest, each Pledgor authorizes such Commercial Tort Claim or other property, as the Collateral Agent case may be, and all Proceeds thereof shall be deemed to modify this Agreement by amending Schedules 12(a) and 12(b) to be included among the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired Credit Party. No Credit Party shall open any Commodity Account, Deposit Account, or arising after Securities Account, other than any xxxxx cash accounts, payroll accounts, or trust accounts, unless, prior to or concurrently with the date hereofopening thereof, such Credit Party and the Person by which or with which such Commodity Account, Deposit Account or Securities Account, as the case may be, is to be maintained shall have entered into a control agreement in form and substance satisfactory to Agent and the Lenders.
Appears in 3 contracts
Samples: Credit and Security Agreement, Credit and Security Agreement (Regional Brands Inc.), Credit and Security Agreement (Regional Brands Inc.)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof payment in full of the Notes Obligations, (ia) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (iib) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described enumerated in the preceding clause (ia) or (iib) (other than any Excluded Property) of this Section 6.4 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such item would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Noteholder Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (ia) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretionb) of the acquisition immediately preceding sentence of this Section 6.4 by such Pledgor of such Intellectual Property, execution of an instrument in form and substance reasonably acceptable to the Noteholder Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary deemed necessary, advisable or prudent by the Noteholder Collateral Agent to create, record, preserve, protect or perfect the Noteholder Collateral Agent’s lien and security interest or the priority thereof in such Intellectual Property Collateral to the extent such security interest in such Intellectual PropertyProperty Collateral may be perfected under applicable Legal Requirements in the United States. Further, each Pledgor authorizes the Noteholder Collateral Agent to modify this Agreement by amending Schedules 12(a14(a), (b) and 12(b(c) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 2 contracts
Samples: Security Agreement (SAExploration Holdings, Inc.), Security Agreement (SAExploration Holdings, Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (g) of the definition of “Excluded Assets,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly concurrently with the delivery of annual financial statements under Section 1009(a)(1) of the Indenture (or, after the Indenture Obligations are no longer secured by this Agreement pursuant to the terms of the Indenture, pursuant to any comparable delivery provision of any Other Second-Priority Agreement) provide to the Collateral Agent written notice of any of newly filed or acquired Patent, Trademark, Copyright, or Exclusive Copyright License (in each case filed with the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration United States Copyright Office or application United States Patent and Trademark Office) and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument which shall contain such provisions regarding the duties, liabilities, obligations, indemnities, benefits and delivery, within 90 days (or, in the case protections of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance as are reasonably acceptable to it and shall promptly file and record with the Collateral Agent United States Patent and the filing of any instruments Trademark Office or statements United States Copyright Office, as applicable, such instrument as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofCollateral.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Aleris Corp)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that by its terms is validly prohibited from being pledged as security or which terminates upon being pledged). Each Pledgor shall promptly (i) provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under Applicable Laws. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a14(c) and 12(b) annexed to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 2 contracts
Samples: Security Agreement (Language Line Costa Rica, LLC), Security Agreement (Language Line Holdings, Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (ia) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) property (other than any Excluded Property) shall is acquired by the Borrower or any Guarantor that is not automatically constitute Intellectual subject to a perfected security interest under the Security Documents, (b) a Subsidiary becomes a Guarantor or (c) property that was Excluded Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any ceases to be Excluded Property, then the Borrower or such Guarantor shall, as soon as practical (but in any event within sixty (60) shall be subject days or such longer period as the Agent may agree in its discretion) after such property’s acquisition or it no longer being Excluded Property, provide a Mortgage and satisfy each of the other conditions set forth in Schedule IV-Mortgaged Property Conditions, to the Lien extent applicable, and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide the other related Security Documents, to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by extent applicable, with respect to such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days property (or, in the case of Copyrightsa new Guarantor, 30 day, or, all of its assets except Excluded Property); provided that the failure to deliver such Mortgage (and satisfy the other applicable conditions set forth in each case, Schedule IV-Mortgaged Properties Conditions) with respect to any Real Property within any such sixty (60)-day or longer period (as the Agent may be determined by the Collateral Agent agree in its sole discretion) shall not constitute a Default under this Agreement until such time as the aggregate book value of Real Properties for which Mortgages (and related documents) have not been delivered within such sixty (60)-day or longer periods (as the Agent may agree in its discretion) (and remain undelivered at the time of determination) exceeds $25,000,000. In furtherance of the foregoing, the Borrower will give prompt notice to the Agent of the acquisition by such Pledgor it or any of such Intellectual the Subsidiaries of a fee interest in any Real Property with a book value equal to or greater than $75,000,000 that is not Excluded Property, of an instrument in form and substance reasonably acceptable . Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (a) the Borrower shall not be required to provide a Mortgage or satisfy the other conditions set forth in Schedule IV-Mortgaged Property Conditions, to the extent applicable, which respect to any Real Property upon which any structure is located in a Flood Zone for so long as the Borrower maintains compliance with Section 7.01 after giving pro forma effect to the exclusion of any such Real Property from the Collateral Agent and (b) the Borrower and the filing Guarantors shall not be required to provide a Mortgage on, satisfy the other conditions set forth in Schedule IV-Mortgaged Property Conditions with respect to, grant a security interest to the Agent in or satisfy the other conditions set forth in any Security Document with respect to, any property that is not wholly-owned by the Borrower and the Guarantors to the extent that the Borrower or any applicable Guarantor is prohibited from doing so by the terms of any instruments joint venture or statements as similar agreement applicable to such property. Notwithstanding anything in this Section 5.17 to the contrary, the entry into and maintenance of the Servicing Arrangement shall be reasonably necessary deemed to createsatisfy the obligations of the Agent with respect to any Mortgages or Flood Certificates required to be delivered pursuant to this Section 5.17. If there is any conflict or inconsistency between any terms or provisions of the Servicing Arrangement and any terms or provisions of this Section 5.17, record, preserve, protect or perfect then the Collateral Agent’s lien applicable terms and security interest in such Intellectual Property. Further, each Pledgor authorizes provisions of the Collateral Agent to modify this Agreement by amending Schedules 12(a) Servicing Arrangement shall govern and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofcontrol.
Appears in 2 contracts
Samples: Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Assets, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each At the time of delivery of financial statements pursuant to Sections 6.01(a) and (b) of the Credit Agreement and delivery of the related Compliance Certificate, each Pledgor shall promptly provide sign and deliver to the Collateral Agent written notice an appropriate Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, as applicable, with respect to applications for registration or registrations of any Intellectual Property Collateral owned or exclusively licensed by it as of the foregoing last day of the applicable fiscal quarter, to the extent that such Intellectual Property owned Collateral is not covered by such Pledgor which is the subject of a registration any previous Joinder Agreement, Copyright Security Agreement, Trademark Security Agreement or application Patent Security Agreement so signed and confirm the attachment of the Lien and security interest created delivered by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in it. In each case, such longer period it will promptly cooperate as may be determined by reasonably necessary to enable the Collateral Agent in its sole discretion) of to make any necessary recordations with the acquisition by such Pledgor of such Intellectual PropertyUnited States Patent and Trademark Office or United States Copyright Office, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Propertyappropriate. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 2 contracts
Samples: Security Agreement (SoulCycle Inc.), Security Agreement (SoulCycle Inc.)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.5 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such security interest in such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a14(a) and 12(b- (c) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 2 contracts
Samples: Security Agreement (Biglari Holdings Inc.), Security Agreement (Biglari Holdings Inc.)
After-Acquired Property. If Subject to Permitted Liens and the terms of the Collateral Documents, upon the acquisition by the Company or any Pledgor shall at any time Subsidiary Guarantor after the date hereof Issue Date of (1) any after-acquired equipment or fixtures which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Collateral, (2) any material Additional Assets that are required to become Collateral pursuant to Section 3.7 or otherwise, or (3) with regard to any after acquired real property that has a fair market value of at least $1.0 million, the Company or such Subsidiary Guarantor shall execute and deliver (i) obtain any ownership or other rights in and/or with regard to any additional Intellectual Property (including trademark applications for which evidence real property, the items described under Section 10.5 within 60 days of the use date of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) acquisition and (ii) above to the extent required by execution and deliverythe Collateral Documents, within 90 days (orany information, in the case of Copyrights, 30 day, or, in each case, such longer period documentation or other certificates as may be determined by necessary to vest in the Collateral Agent or Control Agent, as applicable, a perfected security interest, subjected only to Permitted Liens, in its sole discretionsuch after-acquired property (other than Excluded Collateral) and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. Upon the acquisition by the Company or any Subsidiary Guarantor of any after-acquired assets that would constitute Collateral after the Issue Date, the Company or such Pledgor Subsidiary Guarantor shall execute and deliver any information, documentation or other instruments, and shall take such further actions (including the filing and recording of such Intellectual Propertyfinancing statements, of an instrument fixture filings, Mortgages and other documents) as may be necessary to vest in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements Control Agent, as shall be reasonably necessary applicable, a perfected security interest, subject to createPermitted Liens, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Furtherafter-acquired property in substantially the same form, each Pledgor authorizes to the same extent and substantially concurrently as the ABL Administrative Agent and Term Loan Administrative Agent, except that the Collateral Agent to modify this Agreement by amending Schedules 12(a) shall have a perfected lien in such Collateral in accordance with the Collateral Documents and 12(b) to having the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after priority specified in the date hereofIntercreditor Agreement.
Appears in 2 contracts
Samples: Indenture (NBC Acquisition Corp), Indenture (New Nebraska Book Company, Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (iii) of the definition of Excluded Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is concurrently with the subject delivery of a registration or application financial statements pursuant to Section 6.01 of the Credit Agreement and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and shall promptly file and record with the filing of United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or any other applicable registry, as applicable, such instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 2 contracts
Samples: Security Agreement (Entravision Communications Corp), Security Agreement (Entravision Communications Corp)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights Promptly, but in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereofno event later than 90 days, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of following the acquisition by such Pledgor the Company or any Subsidiary Guarantor of such Intellectual any After Acquired Property, of an instrument in form the Company or such Subsidiary Guarantor shall execute and substance reasonably acceptable to the Collateral Agent deliver such mortgages, Note Security Document supplements, security instruments and the filing of any instruments or financing statements as shall be reasonably necessary to createcause such After Acquired Property to be made subject to a perfected Lien (subject to Liens permitted under this Indenture, recordincluding Permitted Liens) in favor of the Note Collateral Agent for the benefit of the Trustee and the Holders of the Notes, preserve, protect or perfect and thereupon all provisions of this Indenture and the Note Security Documents relating to the Collateral Agent’s lien shall be deemed to relate to such After Acquired Property to the same extent and security interest with the same force and effect; provided that, (a) if any ABL Obligations are outstanding at such time, in the case of After Acquired Property constituting ABL Priority Collateral, the execution and delivery of such Intellectual Property. Furtherdocuments will only be required, each Pledgor authorizes and such After Acquired Property will only become part of the Collateral Agent securing the Notes, if and to modify this Agreement the extent that such After Acquired Property becomes part of the Collateral securing the ABL Obligations substantially concurrently therewith, (b) if any Term Obligations are outstanding at such time, in the case of After Acquired Property constituting Cash Flow Priority Collateral, the execution and delivery of such documents will only be required, and such After Acquired Property will only become part of the Collateral securing the Notes, if and to the extent that such After Acquired Property becomes part of the Collateral securing the Term Obligations, (c) the Collateral in any event will exclude Excluded Subsidiary Securities and (d) in any event the Company or such Subsidiary Guarantor will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by amending Schedules 12(athe laws of any such jurisdiction, in order to create any security interests (or other Liens) and 12(bin assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Perfection Certificate to include any Intellectual Property Note Collateral of such Pledgor acquired Agent (or arising after another Person as required under the date hereofIntercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters.
Appears in 2 contracts
Samples: Indenture (Hd Supply, Inc.), Hd Supply, Inc.
After-Acquired Property. If any Pledgor shall at any time after the date hereof (ia) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) property (other than any Excluded Property) shall is acquired by the Borrower or any Guarantor that is not automatically constitute Intellectual subject to a perfected security interest under the Security Documents, (b) a Subsidiary becomes a Guarantor or (c) property that was Excluded Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any ceases to be Excluded Property, then the Borrower or such Guarantor shall, as soon as practical (but in any event within sixty (60) shall be subject days or such longer period as the Agent may agree in its discretion) after such property’s acquisition or it no longer being Excluded Property, provide a Mortgage and satisfy each of the other conditions set forth in Schedule IV-Mortgaged Property Conditions, to the Lien extent applicable, and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide the other related Security Documents, to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by extent applicable, with respect to such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days property (or, in the case of Copyrightsa new Guarantor, 30 day, or, all of its assets except Excluded Property); provided that the failure to deliver such Mortgage (and satisfy the other applicable conditions set forth in each case, Schedule IV-Mortgaged Properties Conditions) with respect to any Real Property within any such sixty (60)-day or longer period (as the Agent may be determined by the Collateral Agent agree in its sole discretion) shall not constitute a Default under this Agreement until such time as the aggregate book value of Real Properties for which Mortgages (and related documents) have not been delivered within such sixty (60)-day or longer periods (as the Agent may agree in its discretion) (and remain undelivered at the time of determination) exceeds $25,000,000. In furtherance of the foregoing, the Borrower will give prompt notice to the Agent of the acquisition by it or any of the Subsidiaries of a fee interest in any Real Property with a book value equal to or greater than $75,000,000 that is not Excluded Property. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, (a) the Borrower shall not be required to provide a Mortgage or satisfy the other conditions set forth in Schedule IV-Mortgaged Property Conditions, to the extent applicable, which respect to any Real Property upon which any structure is located in a Flood Zone for so long as the Borrower maintains compliance with Section 7.01 after giving pro forma effect to the exclusion of any such Pledgor Real Property from the Collateral and (b) the Borrower and the Guarantors shall not be required to provide a Mortgage on, satisfy the other conditions set forth in Schedule IV-Mortgaged Property Conditions with respect to, grant a security interest to the Agent in or satisfy the other conditions set forth in any Security Document with respect to, any property that is not wholly-owned by the Borrower and the Guarantors to the extent that the Borrower or any applicable Guarantor is prohibited from doing so by the terms of any joint venture or similar agreement applicable to such property. Notwithstanding anything in this Section 5.17 to the contrary, the entry into and maintenance of the Servicing Arrangement shall be deemed to satisfy the obligations of the Agent with respect to any Mortgages or Flood Certificates required to be delivered pursuant to this Section 5.17. If there is any conflict or inconsistency between any terms or provisions of the Servicing Arrangement and any terms or provisions of this Section 5.17, then the applicable terms and provisions of the Servicing Arrangement shall govern and control. Notwithstanding the foregoing, the Loan Parties shall not be required to deliver or otherwise provide a Mortgage pursuant to this Section 5.17 over any property that is acquired after the Second Amendment Effective Date or any property that ceases to be Excluded Property after the Second Amendment Effective Date if, as of the date of such Intellectual acquisition or the date that such property ceases to be Excluded Property, of an instrument in form and substance reasonably acceptable to as the Collateral Agent and case may be, the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual After-Acquired Property Collateral of such Pledgor acquired or arising after the date hereofExclusionary Conditions have been satisfied.
Appears in 2 contracts
Samples: Credit Agreement (Beazer Homes Usa Inc), Credit Agreement (Beazer Homes Usa Inc)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Material Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Material Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Material Intellectual Property Collateral, or any improvement on any Material Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each No later than concurrently with the delivery of financial statements pursuant to Section 7.01(a) of the Credit Agreement for the fiscal year during which such item enumerated in the preceding clause (a) or (b) occurs, each Pledgor shall promptly (x) provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor (which is notice may be in the subject form of a registration or application report supplementing Schedule 5.17 of the Credit Agreement) and (y) if requested by Administrative Agent, within 30 days of such request, confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Material Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a11(a), 11(b) and 12(b11(c) to the Perfection Certificate to include any Material Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (and in any event within 45 days) provide to the Collateral Agent Secured Party written notice of any of the foregoing as it relates to registered Intellectual Property owned by such Pledgor which is the subject of a registration or application Collateral and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent Secured Party and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral AgentSecured Party’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent Secured Party to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof for which written notice has been provided as set forth herein. Notwithstanding the foregoing, nothing herein shall require the delivery or execution of foreign law governed documents with respect to foreign Intellectual Property Collateral or the filing or registering of same.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof Original Closing Date (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (and in any event within ninety (90) days or such longer period as may be agreed to by the Administrative Agent in writing in its sole discretion) provide to the Collateral Administrative Agent written notice of its acquisition of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration registered or application applied-for Copyright, Patent or Trademark (other than URLs and domain names) and shall confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofOriginal Closing Date.
Appears in 1 contract
Samples: Control Agreement (Wendy's Co)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that by its terms is validly prohibited from being pledged as security or which terminates upon being pledged). Each Pledgor shall promptly (i) provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under Applicable Laws. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a13(c) and 12(b13(d) annexed to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
Samples: Security Agreement (Atlantic Broadband Management, LLC)
After-Acquired Property. If Upon the acquisition by the Company or any Pledgor shall at any time Guarantor after the date hereof (i) obtain Issue Date of any ownership after-acquired property, including, but not limited to, any after-acquired real property or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (equipment or a successor provision)) fixtures that constitute accretions, additions or (ii) become entitled technological upgrades to the benefit of any additional Intellectual Property equipment or fixtures or any renewal or extension thereofworking capital assets that, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and in any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall case, are required to be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to of the Collateral Agent written notice of any of Documents, the foregoing Intellectual Property owned by Company or such Pledgor which is the subject of a registration or application Guarantor shall execute and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses deliver, (i) with regard to any real property (other than Excluded Assets) with a fair market value of more than $5.0 million, the items described in Section 11.5 below within 90 days of the date of acquisition, and (ii) above to the extent required by execution the Collateral Documents and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each caseIntercreditor Agreement, such longer period Mortgages and any information, documentation or other certificates (including but not limited to financing statements, certificates and Opinions of Counsel) to the Notes Collateral Agent as may be determined by reasonably necessary or appropriate to vest in the Notes Collateral Agent a perfected security interest, subject only to Permitted Liens, and confirm the validity and priority of the Notes Collateral Agent’s perfected security interest in and lien on such after-acquired property (other than Excluded Assets) and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture, the Notes, the Collateral Agent in its sole discretion) of Documents and the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable Intercreditor Agreement relating to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary deemed to createrelate to such after-acquired property to the same extent and with the same force and effect. Additionally, recordif the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, preserveit must concurrently grant a security interest (subject to Permitted Liens, protect or perfect including, to the Collateral Agent’s extent applicable, the first-priority lien that secures the ABL Obligations) upon such property as security for the Notes Obligations and any Pari Passu Lien Indebtedness with the priority required by the Intercreditor Agreement. If granting a security interest in such Intellectual Property. Furtherproperty requires the consent of a third party, each Pledgor authorizes the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Notes Collateral Agent on behalf of the Notes Secured Parties under the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) Documents to the Perfection Certificate extent such consent is not required to include be obtained under the terms of the documents governing such ABL Obligations. If any Intellectual Property Collateral of required third party consent is not obtained, the Company or applicable Guarantor will not be required to provide such Pledgor acquired or arising after the date hereofsecurity interest.
Appears in 1 contract
After-Acquired Property. If Upon the acquisition by the Issuer or any Pledgor shall at Guarantor of any time After-Acquired Property that would constitute Collateral after the date hereof (i) obtain Issue Date, the Issuer or such Guarantor shall execute and deliver any ownership information, documentation or other rights in and/or to any additional Intellectual Property instruments, and shall take such further actions (including trademark applications for which evidence the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) as may be necessary to vest in the use of Collateral Agent a perfected security interest, subject to Permitted Liens, in such trademarks After-Acquired Property in interstate commerce has been submitted substantially the same form, to the same extent and accepted substantially concurrently as the Administrative Agent except that the Collateral Agent shall have a second-priority lien in such Collateral. Notwithstanding the foregoing, the Issuer shall not be required to grant a mortgage Lien on any owned or leased real property having a value (as reasonably determined by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(aIssuer) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other less than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral $1,000,000 at the time of execution hereof such acquisition or lease and such Intellectual Property (other than any Excluded Property) as to which the Issuer shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide have certified to the Collateral Agent written notice in writing that such property is not essential to the operation of any Station or otherwise the business of the foregoing Intellectual Issuer or any Restricted Subsidiary promptly following such acquisition or lease (each an “Excluded Real Property”), unless the Issuer or any Guarantor creates a security interest on such Excluded Real Property owned by to secure Credit Agreement Obligations or other obligations that are secured equally and ratably with the Securities (and provided that if at any time thereafter such Pledgor which is property shall cease to be Excluded Real Property, the subject of a registration or application Issuer will take such action and confirm the attachment will cause each of the Lien and security interest created by this Agreement Restricted Subsidiaries to any rights described in clauses (i) and (ii) above by execution and deliverytake such action, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period promptly as may be determined by necessary to vest in such real property a perfected security interest, subject to Permitted Liens). From and after the Issue Date, if the Issuer or any Guarantor creates any additional security interest upon any property to secure Credit Agreement Obligations or other obligations that are secured equally and ratably with the Securities, the Issuer or such Guarantor shall execute and deliver any information, documentation or other instruments, and shall take such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) as may be necessary to vest in the Collateral Agent a perfected security interest, subject to Permitted Liens, in its sole discretion) of such property in substantially the acquisition by such Pledgor of such Intellectual Propertysame form, of an instrument in form to the same extent and substance reasonably acceptable to substantially concurrently as the Administrative Agent except that the Collateral Agent shall have a second-priority lien in such Collateral. From and after the Issue Date, if a Restricted Subsidiary becomes a Guarantor, then such Guarantor shall, as soon as practicable, execute and deliver any information, documentation or other instruments, and shall take such further actions (including the filing and recording of any instruments or statements financing statements, fixture filings, mortgages, deeds of trust and other documents) as shall may be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest vest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent a perfected security interest, subject to modify this Agreement by amending Schedules 12(a) and 12(b) Permitted Liens, in all of its assets in substantially the same form, to the Perfection Certificate to include any Intellectual Property same extent and substantially concurrently as the Administrative Agent except that the Collateral of Agent shall have a second-priority lien in such Pledgor acquired or arising after the date hereofCollateral.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or Collateral, (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any “intent-to-use” Trademark application that, prior to such filing, was an Excluded Asset, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause clauses (i), (ii) or (iiiii) (other than any Excluded Property) with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Assets). Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i), (ii) and (iiiii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) Schedule 7 to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.. PLEDGE AND SECURITY AGREEMENT
Appears in 1 contract
After-Acquired Property. If any Pledgor shall Grantor shall, at any time after the date hereof before this Security Agreement shall have been terminated in accordance with Section 9.5(a), (ia) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (iib) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (ia) or (iib) (other than any Excluded Property) of this Section 6.7 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Security Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice If any Grantor makes an application for registration of any Intellectual Property Collateral before the United States Patent and Trademark Office the United States Copyright Office, or an equivalent thereof in any state of the foregoing Intellectual Property owned United States, or acquires any such application or registration by such Pledgor which is purchase or assignment, by the subject later of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and sixty (ii60) above by execution and delivery, within 90 days (or, twenty (20) days in the case of Copyrights, 30 day, or, ) after such submission or acquisition or (ii) concurrently with the delivery of the financial statements referred to in each case, such longer period as may be determined by the Collateral Agent in its sole discretionSections 7.01(a) and 7.01(b) of the acquisition by Credit Agreement that are next due, such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable Grantor shall deliver to the Collateral Agent and the filing at such Grantor’s expense a grant of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and a security interest in such Intellectual PropertyProperty Collateral and confirmatory notice of the same in the form of EXHIBIT 2 hereto in the case of Trademarks, EXHIBIT 3 hereto in the case of Patents, and EXHIBIT 4 hereto in the case of Copyrights. FurtherWhere a registration of Intellectual Property Collateral is issued hereafter to any Grantor as a result of any application now or hereafter pending, each Pledgor authorizes where a security interest in such application has not already been granted to or recorded on behalf of the Collateral Agent hereunder, such Grantor shall deliver to modify this Agreement the Collateral Agent at such Grantor’s expense a grant of security interest in such registration, by amending Schedules 12(athe later of (i) sixty (60) days (twenty (20) days in the case of Copyrights) after such issuance of registration or (ii) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and 12(b7.01(b) to of the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofCredit Agreement that are next due.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence Collateral material to the use and operation of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (Pledged Collateral or a successor provision)) any Mortgaged Property, or (ii) become entitled to the benefit of any such additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any such Intellectual Property Collateral, or any improvement on any such Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.6 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such security interest in such Intellectual Property Collateral may be perfected under applicable Legal Requirements, including the filing of a security agreement or amendments or assignments thereto with the United States Patent and Trademark Office or United States Copyright Office. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b14(a)-(c) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
Samples: Security Agreement (BioScrip, Inc.)
After-Acquired Property. If As to any Pledgor property that would be included among the Collateral of any Credit Party on the date hereof but for the fact that such property does not presently exist or the fact that such Credit Party does not presently have any rights in such property or any power to transfer rights therein, such property shall be included among the Collateral of such Credit Party, and Agent’s security interest in such property shall automatically attach thereto, immediately when such property comes into existence and such Credit Party acquires any rights therein or any rights to transfer rights therein, in each case without the making or doing of any further or other act or thing. If, at any time after the date hereof (i) obtain hereof, any ownership Credit Party shall acquire any rights or other any power to transfer rights in and/or any Commercial Tort Claim, or if the UCC or PPSA shall be amended to include within its scope any additional Intellectual Property (including trademark applications for which evidence of property that, prior to giving effect to such amendment, would not be included among the use Collateral of such trademarks in interstate commerce has been submitted to Credit Party, then, and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each such case, such longer period Credit Party shall forthwith notify Agent and shall execute and deliver to Agent (or otherwise authenticate if Agent shall require) such security agreements and other writings or records as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Propertyshall require, of an instrument each in form and substance reasonably acceptable satisfactory to Agent, for the Collateral Agent and purpose of granting in favor of Agent, for the filing benefit of any instruments or statements the Secured Creditors, as shall be reasonably necessary to createsecurity for the Secured Debt, record, preserve, protect or perfect the Collateral Agent’s lien and a perfected first priority security interest in and assignment of such Intellectual PropertyCommercial Tort Claim or other property and all proceeds thereof, free and clear of any Lien other than any in favor of Agent. FurtherUpon the granting of such security interest, each Pledgor authorizes such Commercial Tort Claim or other property, as the Collateral Agent case may be, and all Proceeds thereof shall be deemed to modify this Agreement by amending Schedules 12(a) and 12(b) to be included among the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired Credit Party. No Credit Party shall open any Commodity Account, Deposit Account, or arising after Securities Account, other than any xxxxx cash accounts, payroll accounts, or trust accounts, unless, prior to or concurrently with the date hereofopening thereof, such Credit Party and the Person by which or with which such Commodity Account, Deposit Account or Securities Account, as the case may be, is to be maintained shall have entered into a control agreement in form and substance satisfactory to Agent.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (vi) of the definition of “Excluded Property,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral (each of which shall be, prior to the Discharge of the Credit Agreement Obligations, in a form substantially identical to the form delivered under the Credit Agreement Documents). Further, each Pledgor authorizes the Collateral Agent is hereby irrevocably authorized by each Pledgor (but shall not be obligated) to modify this Agreement by amending Schedules 12(a9(a) and 12(b9(b) to the Perfection Certificate to include any Intellectual Property Collateral that is registered, or whose registration has been applied for, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership interest or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuationissuance of a patent application, or continuationif any intent-in-part to use trademark application is no longer subject to clause (x) of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateralthe definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any United States federally registered or applied for Intellectual Property Collateral not previously disclosed to the Collateral Agent (“New IP Collateral”), Pledgor shall promptly shall, together with the annual financial statements delivered pursuant to Section 5.01(a) of the Credit Agreement for each fiscal year of the Borrower, provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) in such New IP Collateral above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in the form and substance of Exhibits 3 through 5 attached hereto with respect to such New IP Collateral, or any other form reasonably acceptable to the Collateral Agent and the filing and recordal of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyNew IP Collateral, including promptly filing such instruments or statements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a6(a) and 12(b6(b) to the Perfection Certificate to include any applicable Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property herein). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and 's security interest in such Intellectual PropertyProperty Collateral to the extent a security interest in such Intellectual Property Collateral may be perfected under applicable laws. Further, each Pledgor authorizes authorizes, upon 10 days prior notice to such Pledgor, the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) annexed to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Special Collateral or Intellectual Property Collateral that by its terms is validly prohibited from being pledged as security or which terminates upon being pledged). Each Pledgor shall promptly (and in any event within 45 days) (i) provide to the Collateral Administrative Agent written notice of the acquisition of any of the foregoing Intellectual Property owned by such Pledgor which Copyright, Patent or Trademark that is the subject of a any application or registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral in the United States to the extent such Intellectual Property Collateral may be perfected under Applicable Laws. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(aSchedule 12(c) and 12(b) annexed to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
After-Acquired Property. Subject to Section 10.05, and to the ABL Intercreditor Agreement, if the Company or any Guarantor acquires any property which is of a type constituting Collateral under the Security Documents (excluding, for the avoidance of doubt, any Excluded Assets), it may be required to execute and deliver, or cause to be executed and delivered, to the Collateral Trustee such documents, agreements and instruments, and will take or cause to be taken such further actions as are required under this Indenture or the Security Documents (including the filing and recording of financing statements, fixture filings, mortgages and other documents and such other actions or deliveries of the type required hereby, as applicable), to vest in the Collateral Trustee a perfected security interest (subject to Permitted Liens) in such after-acquired property and to have such after-acquired property included as part of the Collateral, and thereupon all provisions of the Security Documents and this Indenture relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. The Collateral Trustee has no duty to monitor, and there can be no assurance that the Company will inform the Collateral Trustee of, the future acquisition of property that is of a type constituting Collateral. Accordingly, there can be no assurance that the actions required to properly perfect a security interest in any such after-acquired property will be taken. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional U.S. registered Intellectual Property (including trademark applications for which evidence other than Excluded Assets) is acquired by the Company or any Restricted Subsidiary that is a Guarantor after the Issue Date, the Company will on an annual basis, within thirty (30) days after the anniversary of the use Issue Date immediately following such acquisition, take, and cause each Restricted Subsidiary that is a Guarantor to take, such actions as shall be reasonably requested by the Collateral Trustee (or as directed in an Act of Parity Lien Debtholders (as defined in the Collateral Trust Agreement)) or are consistent with such trademarks actions as the Company and the Guarantors are required to take in interstate commerce has been submitted connection with the initial issuance of the Notes to grant and accepted by perfect such Liens, including the execution and filing, at the Company’s cost, of Intellectual Property security agreements with the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereofUnited States Copyright Office, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofapplicable.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications Collateral registered with or for which evidence of the use of such trademarks in interstate commerce it has been submitted to and accepted by applied for registration with the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any such Intellectual Property Collateral, or any improvement on any such Intellectual Property Collateral, or if any intent-to-use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral (excluding any filings with the U.S. Copyright Office). Further, each Pledgor authorizes the Collateral Agent Agent, upon notice to such Pledgor, to modify this Agreement by amending Schedules 12(a10(a) and 12(b10(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (AOL Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property Collateral (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office PTO pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall shall, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 90 days after the end of each fiscal year of Company, promptly provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and 's security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a13(a) and 12(b13(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 90 days after the end of each fiscal year of Company, each Pledgor shall, apply to register the Copyright in the United States Copyright Office in the event of the creation or acquisition of any copyrightable work which is material to the business of a Pledgor during any such quarterly period.
Appears in 1 contract
Samples: Security Agreement (Itron Inc /Wa/)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights Promptly, but in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other no event later than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrightsreal property and the mortgages, 30 day180 days), or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of following the acquisition by such Pledgor the Company or any Subsidiary Guarantor of such Intellectual any After Acquired Property, of an instrument in form the Company or such Subsidiary Guarantor shall execute and substance reasonably acceptable to the Collateral Agent deliver such mortgages, Note Security Document supplements, security instruments and the filing of any instruments or financing statements as shall be reasonably necessary to createcause such After Acquired Property to be made subject to a perfected Lien (subject to Liens permitted under this Indenture, recordincluding Permitted Liens) in favor of the Note Collateral Agent for the benefit of the Trustee, preservethe Note Collateral Agent and the Holders of the Notes, protect or perfect and thereupon all provisions of this Indenture and the Note Security Documents relating to the Collateral Agent’s lien shall be deemed to relate to such After Acquired Property to the same extent and security interest with the same force and effect; provided that (a) if any Cash Flow Collateral Obligations are outstanding at such time, in the case of After Acquired Property constituting Cash Flow Priority Collateral, the execution and delivery of such Intellectual Property. Furtherdocuments will only be required, each Pledgor authorizes and such After Acquired Property will only become part of the Collateral Agent securing the Notes, if and to modify this Agreement the extent that such After Acquired Property becomes part of the Collateral securing the Cash Flow Collateral Obligations substantially concurrently therewith, (b) if any ABL Obligations are outstanding at such time, in the case of After Acquired Property constituting ABL Priority Collateral, the execution and delivery of such documents will only be required, and such After Acquired Property will only become part of the Collateral securing the Notes, if and to the extent that such After Acquired Property becomes part of the Collateral securing the ABL Obligations substantially concurrently therewith, (c) the Collateral in any event will exclude Excluded Assets and (d) in any event the Company or such Guarantor will not be required to (v) take any action in any jurisdiction other than the United States of America, or required by amending Schedules 12(athe laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) and 12(bin assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $15.0 million) to the Perfection Certificate Note Collateral Agent (or another Person as contemplated by the Intercreditor Agreements), (x) take any action in order to include perfect any Intellectual Property security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent consisting of proceeds perfected automatically or by the filing of a financing statement under the Uniform Commercial Code or, in the case of pledged Capital Stock or pledged intercompany notes, by being held by the Note Collateral of such Pledgor acquired Agent (or arising after another Person as contemplated by the date hereof.Intercreditor Agreements), (y) deliver landlord lien waivers, estoppels or collateral access letters or (z) file any fixture filing 183 1010271152v11010271152_5.doc
Appears in 1 contract
Samples: Cornerstone Building Brands, Inc.
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership interest or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuationissuance of a patent application, or continuationif any intent-in-part to use trademark application is no longer subject to clause (x) of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateralthe definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any United States federally registered or applied for Intellectual Property Collateral not previously disclosed to the Collateral Agent (“New IP Collateral”), Pledgor shall promptly shall, together with the compliance certificate delivered pursuant to Section 5.01(c) of the Credit Agreement for each fiscal year of the Borrower, provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) in such New IP Collateral above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in the form and substance of Exhibits 4 through 6 attached hereto with respect to such New IP Collateral, or any other form reasonably acceptable to the Collateral Agent and the filing and recording of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyNew IP Collateral, including promptly filing such instruments or statements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a7(a), 7(b) and 12(b7(c) to the Perfection Certificate to include any applicable Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Maxlinear Inc)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Senior Secured Obligations have been paid in full (other than contingent indemnification Obligations which, pursuant to the provisions of the Indenture or the Security Documents, survive the termination thereof) (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property CollateralProperty, or any improvement on any Intellectual Property CollateralProperty, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty and if such Intellectual Property has a fair market value (as determined by the Board of Directors of the Issuer) in excess of $100,000. Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a13(c) and 12(b13(d) annexed to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Second Lien Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, divisiondivisional, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor Collateral which is the subject of a registration or application and is acquired by, filed by or issued to such Pledgor after the date hereof and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and 's security interest interests in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a14(a) and 12(b14(b) annexed to the Perfection Certificate to include any such Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofEffective Date of such Pledgor.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Indenture or the Collateral Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, any filing of a statement of use for any Trademark application, or any improvement on any Intellectual Property Collateral, in each case that constitutes Pledged Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly at the same time the Issuer provides an annual Opinion of Counsel pursuant to Section 10.02(b) of the Indenture (or if and so long as a Senior Credit Facility is in effect, at the same time it provides written notice to the Senior Credit Facility Agent), (i) provide the written notice to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.6 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable satisfactory to the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, in form similar to that provided to the Senior Credit Facility Agent) and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify agrees that this Agreement may be amended by amending Schedules 12(a) and 12(bSchedule 13(a) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofof this Agreement by such Pledgor that constitutes Pledged Collateral.
Appears in 1 contract
After-Acquired Property. If To the extent the Issuer or any Pledgor Guarantor creates or perfects any additional Lien upon any property or assets to secure any Pari Passu Lien Obligation (including, without limitation, with respect to after-acquired assets that are intended to be Collateral), it shall at concurrently grant or perfect a Lien upon such property or assets as security for the Notes Obligations such that the property or assets subject to such Lien becomes Collateral, except to the extent such property or assets constitutes segregated cash or cash equivalents required to secure only letter of credit obligations under any time credit facility, hedging arrangements or cash management arrangements that constitute Permitted Liens and as otherwise provided in the Intercreditor Agreements. Subject to the Agreed Security Principles, the Intercreditor Agreements and Section 12.01(d), upon the acquisition by the Issuer or any Guarantor after the date hereof Issue Date of any assets having a fair market value in excess of $20.0 million (iother than Excluded Assets), the Issuer or such Guarantor shall, within 90 days after such acquisition (or such longer period as the Term Loan Agent (acting solely on behalf of the Term Loan lenders) obtain shall reasonably agree) execute and deliver to the Collateral Agent any ownership information, documentation, financing statements or other rights certificates and Opinions of Counsel as may be necessary to vest in and/or the Collateral Agent a perfected security interest, with the priority required by this Indenture, the Intercreditor Agreements and the Security Documents, subject only to any additional Intellectual Property (including trademark applications for which evidence of Permitted Liens, in such after-acquired property and to have such after-acquired property added to the use of such trademarks in interstate commerce has been submitted Collateral. Subject to the Agreed Security Principles, the Intercreditor Agreements and accepted Section 12.01(d), upon the formation or acquisition by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (Issuer or a successor provision)) or (ii) become entitled to the benefit any Guarantor of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) Restricted Subsidiary (other than any Excluded PropertySubsidiary) after the Issue Date, the Issuer or such Guarantor shall, within 90 days after such formation or acquisition (or such longer period as the Term Loan Agent (acting solely on behalf of the Term Loan lenders) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof reasonably agree) execute and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide deliver to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and a Supplemental Indenture providing for a Note Guarantee by such Restricted Subsidiary, (ii) above by execution applicable Security Documents (in substantially the form as those executed and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable delivered to the Collateral Agent on the Issue Date or the date otherwise first delivered) or joinders to existing Security Documents, as applicable, (iii) joinders to the Intercreditor Agreements, the Intercompany Intercreditor Agreement and the filing Intercompany Note, and (iv) any other information, documentation, financing statements or other certificates and opinions of any instruments or statements counsel as shall may be reasonably necessary to create, record, preserve, protect or perfect vest in the Collateral Agent’s lien and Agent a perfected security interest in the assets of and Capital Stock in such Intellectual Property. FurtherRestricted Subsidiary, each Pledgor authorizes with the Collateral Agent priority required by this Indenture, the Intercreditor Agreements and the Security Documents, subject only to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofPermitted Liens.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property Collateral (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall shall, within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, and within 90 days after the end of each fiscal year of Borrower, promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a13(a) and 12(b13(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Itron Inc /Wa/)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights Promptly, but in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other no event later than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrightsreal property and the mortgages, 30 day180 days), or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of following the acquisition by such Pledgor the Company or any Subsidiary Guarantor of such Intellectual any After Acquired Property, of an instrument in form the Company or such Subsidiary Guarantor shall execute and substance reasonably acceptable to the Collateral Agent deliver such mortgages, Note Security Document supplements, security instruments and the filing of any instruments or financing statements as shall be reasonably necessary to createcause such After Acquired Property to be made subject to a perfected Lien (subject to Liens permitted under this Indenture, recordincluding Permitted Liens) in favor of the Note Collateral Agent for the benefit of the Trustee, preservethe Note Collateral Agent and the Holders of the Notes, protect or perfect and thereupon all provisions of this Indenture and the Note Security Documents relating to the Collateral Agent’s shall be deemed to relate to such After Acquired Property to the same extent and with the same force and effect; provided that (a) if any Cash Flow Collateral Obligations are outstanding at such time, in the case of After Acquired Property constituting Cash Flow Priority Collateral, the execution and delivery of such documents will only be required, and such After Acquired Property will only become part of the Collateral securing the Notes, if and to the extent that such After Acquired Property becomes part of the Collateral securing the Cash Flow Collateral Obligations substantially concurrently therewith, (b) if any ABL Obligations are outstanding at such time, in the case of After Acquired Property constituting ABL Priority Collateral, the execution and delivery of such documents will only be required, and such After Acquired Property will only become part of the Collateral securing the Notes, if and to the extent that such After Acquired Property becomes part of the Collateral securing the ABL Obligations substantially concurrently therewith, (c) the Collateral in any event will exclude Excluded Assets and (d) in any event the Company or such Guarantor will not be required to (v) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (w) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $15.0 million) to the Note Collateral Agent (or another Person as contemplated by the Intercreditor Agreements), (x) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case, to the extent consisting of proceeds perfected automatically or by the filing of a financing statement under the Uniform Commercial Code or, in the case of pledged Capital Stock or pledged intercompany notes, by being held by the Note Collateral Agent (or another Person as contemplated by the Intercreditor Agreements), (y) deliver landlord lien and waivers, estoppels or collateral access letters or (z) file any fixture filing with respect to any security interest in such Intellectual Propertyfixtures affixed to or attached to any real property constituting Excluded Assets. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofSection 1504.
Appears in 1 contract
Samples: Cornerstone Building Brands, Inc.
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications Collateral that are registered with a Governmental Authority or the subject of a pending application for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) registration or (ii) become entitled to the benefit of any additional Intellectual Property Collateral that are registered with a Governmental Authority or the subject of a pending application for such registration or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (e) of the definition of “Excluded Property,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Pledged Collateral as if such would have constituted Intellectual Property Pledged Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall reasonably promptly (and in any event within 30 days after the end of each calendar year in its annual reporting statement) provide to the Collateral Agent (a) written notice of any all such then current Intellectual Property Collateral that are part of the foregoing Intellectual Property owned by such Pledgor which is Pledged Collateral that are registered with a Governmental Authority or the subject of a pending application for such registration or application (other than confidential, non-published applications), and (b) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable necessary to grant such a security interest to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral that are part of the Pledged Collateral, including recording with the United States Patent and Trademark office and the United States Copyright office, as applicable. Further, each Pledgor authorizes the Collateral Agent as directed by the applicable Secured Parties to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof that are Pledged Collateral.
Appears in 1 contract
Samples: Security Agreement (Dish DBS Corp)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, any filing of a statement of use for any Trademark application, or any improvement on any Intellectual Property Collateral, in each case that constitutes Pledged Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly shall, with the delivery of each quarterly Compliance Certificate required pursuant to the Credit Agreement, (i) provide to the Collateral Agent written notice of any registration or application for registration of the foregoing Intellectual Property owned and (ii) if requested by such Pledgor which is the subject of a registration or application and Collateral Agent, confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.6 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify agrees that this Agreement may be amended by amending Schedules 12(a) and 12(bSchedule 13(a) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof by such Pledgor that constitutes Pledged Collateral.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, divisiondivisional, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor Collateral which is the subject of a registration or application and is acquired by, filed by or issued to such Pledgor after the date hereof and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.3 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and 's security interest interests in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a14(a) and 12(b14(b) annexed to the Perfection Certificate to include any such Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofAmendment and Restatement Effective Date of such Pledgor.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly (and in any event within ninety (90) days or such longer period as may be agreed to by the Administrative Agent in writing in its sole discretion) provide to the Collateral Administrative Agent written notice of its acquisition of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration registered or application applied-for Copyright, Patent or Trademark (other than URLs and domain names) and shall confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (vi) of the definition of “Excluded Property,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a8(a) and 12(b8(b) to the Perfection Certificate to include any Intellectual Property Collateral that is registered, or whose registration has been applied for, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Credit Agreement (American Renal Associates Holdings, Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications Collateral that are registered with a Governmental Authority or the subject of a pending application for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) registration or (ii) become entitled to the benefit of any additional Intellectual Property Collateral that are registered with a Governmental Authority or the subject of a pending application for such registration or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (e) of the definition of “Excluded Property,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Pledged Collateral as if such would have constituted Intellectual Property Pledged Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall reasonably promptly (and in any event within 30 days after the end of each calendar year in its annual reporting statement) provide to the Collateral Agent (a) written notice of any all such then current Intellectual Property Collateral that are part of the foregoing Intellectual Property owned by such Pledgor which is Pledged Collateral that are registered with a Governmental Authority or the subject of a pending application for such registration or application (other than confidential, non-published applications), and (b) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable necessary to grant such a security interest to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral that are part of the Pledged Collateral. Further, each Pledgor authorizes the Collateral Agent as directed by the required Holders of the Notes pursuant to the Indenture to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof that are Pledged Collateral.
Appears in 1 contract
Samples: Security Agreement (EchoStar CORP)
After-Acquired Property. If any Pledgor shall at any time after prior to the date hereof Termination Date, (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (viii) of the definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any federally registered Intellectual Property Collateral, Pledgor shall promptly (and in any event within 30 days) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral, including prompt recordals with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Schulman a Inc)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (vi) of the definition of “Excluded Property,” the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral First Lien Administrative Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral First Lien Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral First Lien Administrative Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral First Lien Administrative Agent to modify this Agreement by amending Schedules 12(a8(a) and 12(b8(b) to the Perfection Certificate to include any Intellectual Property Collateral that is registered, or whose registration has been applied for, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (American Renal Associates Holdings, Inc.)
After-Acquired Property. If any Each Pledgor shall at promptly (and in any time after event within sixty (60) days or such longer period as may be reasonably acceptable to the date hereof Administrative Agent) notify the Administrative Agent if such Pledgor (i) obtain obtains any ownership or other rights in and/or to any additional registered Patents, Trademarks or Copyrights or exclusive Intellectual Property (including trademark applications Licenses for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Copyrights or (ii) become becomes entitled to the benefit of any additional registered Patents, Trademarks or Copyrights or exclusive Intellectual Property Licenses for Copyrights or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any registered Patents, Trademarks or Copyrights or exclusive Intellectual Property CollateralLicenses for Copyrights, or any improvement on any Patents, Trademarks, Copyrights or exclusive Intellectual Property CollateralLicenses for Copyrights, or if any intent-to use trademark application is no longer subject to clause (g) of the definition of “Excluded Property”, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each party and, at the reasonable request of the Administrative Agent, the applicable Pledgor shall promptly (and in any event within 60 days) provide to the Collateral Administrative Agent written notice confirmation of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Patents, Trademarks or Copyrights or exclusive Intellectual PropertyProperty Licenses for Copyrights, including prompt recordals with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a10(a) and 12(b10(b) to the Perfection Certificate to include any such Patents, Trademarks or Copyrights or exclusive Intellectual Property Collateral Licenses for Copyrights of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Cable One, Inc.)
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence Collateral material to the use and operation of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (Pledged Collateral or a successor provision)) any Mortgaged Property, or (ii) become entitled to the benefit of any such additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any such Intellectual Property Collateral, or any improvement on any such Intellectual Property Collateral, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above of the immediately preceding sentence of this Section 6.6 by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such security interest in such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b14(a)-(c) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
Samples: Security Agreement (BioScrip, Inc.)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at Within the time of execution hereof periods (and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by thresholds) set forth in this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration Indenture or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of Security Documents following the acquisition by such Pledgor the Company or any Guarantor of such Intellectual Property, of an instrument in form and substance reasonably acceptable any After-Acquired Property (but subject to the Collateral Agent limitations, if applicable, described under Article Fifteen and in the filing Security Documents), the Company or such Guarantor shall comply with the requirements of any instruments or statements Section 3.6 of the Security Agreement and execute and deliver such mortgages, deeds of trust, security instruments, title insurance policies, financing statements, certificates, opinions of counsel and all ancillary documents thereto, as shall be reasonably necessary to createvest in the Collateral Agent a perfected security interest (subject to Permitted Liens) in such After-Acquired Property and to have such After-Acquired Property added to the Collateral, recordand thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect; provided that in the case of Collateral that consists of real property and improvements, preservethe Company or the applicable Guarantor shall only be required to use commercially reasonable efforts to effectuate the foregoing within one hundred and fifty (150) days or as soon as practicable thereafter upon the acquisition of such After-Acquired Property and shall only be required to take ministerial actions to cure defects in title to the extent necessary to obtain a valid Mortgage and title insurance, protect but would not be required to pay more than de minimis fees and expenses to cure any title defects. Notwithstanding anything in this Indenture or any Security Document to the contrary, no default under this Indenture or any Security Document will be triggered if the Company or any Guarantor fails to deliver a Mortgage or title insurance in spite of its use of commercially reasonable efforts to do so. The Company and each Guarantor agrees that, in the event the Company or such Guarantor takes any action to grant or perfect a Lien in favor of the First-Priority Collateral Agent’s lien and security interest Agent (or other collateral agent with respect to any First-Priority Obligations) or the ABL Facility Collateral Agent in any assets, the Company or such Intellectual Property. Further, each Pledgor authorizes Guarantor shall also take such action to grant or perfect a Lien (subject to the Intercreditor Agreements) in favor of the Collateral Agent to modify this Agreement by amending Schedules 12(a) secure the Indenture Obligations without request of the Collateral Agent; provided that such action shall not impose additional duties, liabilities or obligations on the part of the Collateral Agent without its consent and 12(b) shall provide for such indemnifications and protections as the Collateral Agent may reasonably request. No actions in any jurisdiction outside the United States will be required in order to create any security interests in assets located or titled outside of the United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States. Notwithstanding anything to the Perfection Certificate contrary herein, in no event shall the Collateral Agent be required to include register in any Intellectual Property foreign jurisdiction or pursuant to any foreign local law, and the Pledgors shall not be required to perfect the security interest in any Collateral of that would require the Collateral Agent to make such Pledgor acquired or arising after the date hereofregistration.
Appears in 1 contract
Samples: Indenture (Aleris Corp)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership interest or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuationissuance of a patent application, or continuationif any intent-in-part to use trademark application is no longer subject to clause (x) of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateralthe definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any United States federally registered or applied for Intellectual Property Collateral not previously disclosed to the Collateral Agent (“New IP Collateral”), Pledgor shall promptly shall, together with the compliance certificate delivered pursuant to Section 5.01(c) for each fiscal quarter of the Borrower, provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) in such New IP Collateral above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in the form and substance of Exhibits 4 through 6 attached hereto with respect to such New IP Collateral, or any other form reasonably acceptable to the Collateral Agent and the filing and recording of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyNew IP Collateral, including promptly filing such instruments or statements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a7(a), 7(b) and 12(b7(c) to the Perfection Certificate to include any applicable Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Maxlinear Inc)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership interest or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuationissuance of a patent application, or continuationif any intent-in-part to use trademark application is no longer subject to clause (x) of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateralthe definition of Excluded Property, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any United States federally registered or applied for Intellectual Property Collateral not previously disclosed to the Collateral Agent (“New IP Collateral”), Pledgor shall promptly shall, together with the quarterly financial statements delivered pursuant to Section 5.01(b) of the Credit Agreement for each fiscal quarter of the Borrower, provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) in such New IP Collateral above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in the form and substance of Exhibits 3 through 5 attached hereto with respect to such New IP Collateral, or any other form reasonably acceptable to the Collateral Agent and the filing and recordal of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyNew IP Collateral, including promptly filing such instruments or statements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a6(a) and 12(b6(b) to the Perfection Certificate to include any applicable Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall shall, at any time after before the date hereof payment in full of the Secured Obligations (iother than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof) (a) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (iib) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described enumerated in the preceding clause (ia) or (iib) (other than any Excluded Property) of this Section 6.4 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such item would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (ia) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretionb) of the acquisition immediately preceding sentence of this Section 6.4 by such Pledgor of such Intellectual Property, execution of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be deemed reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest or the priority thereof (subject to Permitted Liens) in such Intellectual Property Collateral to the extent such security interest in such Intellectual PropertyProperty Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a14(a), (b) and 12(b(c) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereofhereof of such Pledgor.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or License is included as a Designated IP Asset pursuant to Section 5.01(c) of the Credit Agreement at any improvement on any Intellectual Property Collateraltime prior to payment in full of the Obligations, the provisions of this Agreement hereof shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Propertyso included as a Designated IP Asset pursuant to Section 5.01(c) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide With respect to the Collateral Agent written notice of any of the foregoing issued, registered or applied for, as applicable, Patents, Trademarks or Copyrights or exclusive Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, orLicenses for registered Copyrights that, in each case, such longer period as may be determined by constitute Intellectual Property Collateral in accordance with the Collateral Agent previous sentence, at the reasonable request of the Administrative Agent, the applicable Pledgor shall promptly (and in its sole discretionany event within 60 days of the delivery of financial statements under Section 5.01(a) of the acquisition by Credit Agreement for such Pledgor of such fiscal year, except that with respect to any registered United States Copyrights or exclusive Intellectual PropertyProperty Licenses for registered United States Copyrights, of an instrument the period shall be within 30 days) execute and deliver to the Administrative Agent in form and substance reasonably acceptable to the Collateral Administrative Agent any instruments, statements or agreements (including Copyright Security Agreements, Patent Security Agreements and the filing of any instruments or statements Trademark Security Agreements, as applicable) as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Administrative Agent’s lien and security interest in such Patents, Trademarks or Copyrights or exclusive Intellectual PropertyProperty Licenses for Copyrights, including prompt recordals with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Further, each Pledgor authorizes the Collateral Administrative Agent to modify this Agreement by amending Schedules 12(a9(a), 9(b) and 12(b9(c) to the Perfection Certificate to include any such Patents, Trademarks or Copyrights or exclusive Intellectual Property Collateral Licenses for Copyrights of such Pledgor acquired or arising after the date hereof, in each case, that constitute Intellectual Property Collateral.
Appears in 1 contract
After-Acquired Property. If any Pledgor shall at any time after before the date hereof Secured Obligations have been paid and performed in full (other than contingent indemnification obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents, survive the termination thereof), (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or Collateral, (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, PLEDGE AND SECURITY AGREEMENT continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any “intent-to-use” Trademark application that, prior to such filing, was an Excluded Asset, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause clauses (i), (ii) or (iiiii) (other than any Excluded Property) with respect to such Pledgor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any partyparty (excluding any Intellectual Property Collateral that constitutes Excluded Assets). Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i), (ii) and (iiiii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary or reasonably requested by the Collateral Agent to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral to the extent such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) Schedule 7 to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
After-Acquired Property. If Subject to Permitted Liens and the terms of the Collateral Documents, upon the acquisition by the Company or any Pledgor shall at any time Subsidiary Guarantor after the date hereof Issue Date of (1) any after-acquired real property which qualifies as Collateral or any equipment or fixtures which constitute accretions, additions or technological upgrades to the equipment or fixtures that form part of the Collateral, (2) any material Additional Assets that are required to become Collateral pursuant to Section 3.7, or (3) with regard to any real property that qualifies as Collateral (other than Excluded Collateral) that has a fair market value of at least $1.0 million, the Company or such Subsidiary Guarantor shall execute and deliver (i) obtain any ownership or other rights in and/or with regard to any additional Intellectual Property (including trademark applications for which evidence real property, the items described under Section 10.5 within 60 days of the use date of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) acquisition and (ii) above to the extent required by execution and deliverythe Collateral Documents, within 90 days (orany information, in the case of Copyrights, 30 day, or, in each case, such longer period documentation or other certificates as may be determined by necessary to vest in the Collateral Agent a perfected security interest, subjected only to Permitted Liens, in its sole discretionsuch after-acquired property (other than Excluded Collateral) and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. Upon the acquisition by the Company or any Subsidiary Guarantor of any after-acquired assets that would constitute Collateral after the Issue Date, the Company or such Pledgor Subsidiary Guarantor shall execute and deliver any information, documentation or other instruments, and shall take such further actions (including the filing and recording of such Intellectual Propertyfinancing statements, fixture filings, mortgages, deeds of an instrument trust and other documents) as may be necessary to vest in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary a perfected security interest, subject to createPermitted Liens, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. Furtherafter-acquired property in substantially the same form, each Pledgor authorizes to the same extent and substantially concurrently as the Administrative Agent, except that the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of shall have a second-priority lien in such Pledgor acquired or arising after the date hereofCollateral.
Appears in 1 contract
Samples: Indenture (Nebraska Book Co)
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights Promptly, but in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property or any renewal or extension thereofno event later than 90 days, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration or application and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of following the acquisition by such Pledgor the Company or any Subsidiary Guarantor of such Intellectual any After Acquired Property, of an instrument in form the Company or such Subsidiary Guarantor shall execute and substance reasonably acceptable to the Collateral Agent deliver such mortgages, Note Security Document supplements, security instruments and the filing of any instruments or financing statements as shall be reasonably necessary to createcause such After Acquired Property to be made subject to a perfected Lien (subject to Liens permitted under this Indenture, recordincluding Permitted Liens) in favor of the Note Collateral Agent for the benefit of the Trustee and the Holders of the Notes, preserve, protect or perfect and thereupon all provisions of this Indenture and the Note Security Documents relating to the Collateral Agent’s lien shall be deemed to relate to such After Acquired Property to the same extent and security interest with the same force and effect; provided that, (a) if any ABL Obligations are outstanding at such time, in the case of After Acquired Property constituting ABL Priority Collateral, the execution and delivery of such Intellectual Property. Furtherdocuments will only be required, each Pledgor authorizes and such After Acquired Property will only become part of the Collateral Agent securing the Notes, if and to modify this Agreement the extent that such After Acquired Property becomes part of the Collateral securing the ABL Obligations substantially concurrently therewith, (b) if any Term Obligations are outstanding at such time, in the case of After Acquired Property constituting Cash Flow Priority Collateral, the execution and delivery of such documents will only be required, and such After Acquired Property will only become part of the Collateral securing the Notes, if and to the extent that such After Acquired Property becomes part of the Collateral securing the Term Obligations and any other Senior Priority Obligations (as defined in the Cash Flow Intercreditor Agreement) substantially concurrently therewith, (c) the Collateral in any event will exclude Excluded Subsidiary Securities and (d) in any event the Company or such Subsidiary Guarantor will not be required to (x) take any action in any jurisdiction other than the United States of America, or required by amending Schedules 12(athe laws of any such jurisdiction, in order to create any security interests (or other Liens) and 12(bin assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (y) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except, in the case of Collateral that constitutes Capital Stock or intercompany notes in certificated form, delivering such Capital Stock or intercompany notes (in the case of intercompany notes, limited to any such note with a principal amount in excess of $3.0 million) to the Perfection Certificate to include any Intellectual Property Note Collateral of such Pledgor acquired Agent (or arising after another Person as required under the date hereofIntercreditor Agreements) or (z) deliver landlord lien waivers, estoppels or collateral access letters.
Appears in 1 contract
Samples: Hd Supply, Inc.
After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (k) of the definition of Excluded Assets, the provisions of this Agreement hereof shall automatically apply thereto and any such item described enumerated in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly concurrently with the delivery of financial statements under Section 1009(a)(1) of the Indenture provide to the Collateral Agent written notice of any of the foregoing Intellectual Property owned by such Pledgor which is the subject of a registration newly filed or application acquired Patent, Trademark, Copyright, or Exclusive Copyright License and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument which shall contain such provisions regarding the duties, liabilities, obligations, indemnities, benefits and delivery, within 90 days (or, in the case protections of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance as are reasonably acceptable to it and shall promptly file and record with the Collateral Agent United States Patent and the filing of any instruments Trademark Office or statements United States Copyright Office, as applicable, such instrument as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual PropertyProperty Collateral. Further, each Pledgor authorizes the Collateral Agent agrees to modify this Agreement by amending Schedules 12(a11(a) and 12(b11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
Appears in 1 contract
Samples: Security Agreement (Aleris Corp)