As to Intellectual Property. (i) Unless such Loan Party shall have previously determined that such Intellectual Property is no longer desirable in the conduct of such Loan Party’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, with respect to each item of Intellectual Property owned by such Loan Party and that is the subject of a patent, registration or application therefor, each Loan Party agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (A) maintain the validity and enforceability of such Intellectual Property and maintain such Intellectual Property in full force and effect, and (B) pursue the registration and maintenance of each patent, trademark registration, or copyright registration or application therefor, now or hereafter included in such Intellectual Property owned by such Loan Party, including, without limitation, to the extent determined by such Loan Party to be desirable, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each case as applicable. Except to the extent permitted pursuant to this Agreement, no Loan Party shall, without the written consent of the Administrative Agent, abandon any patented or registered Intellectual Property owned by such Loan Party, or abandon any right to file an application for patent, trademark, or copyright, unless such Loan Party shall have previously determined that the pursuit or maintenance of such Intellectual Property is no longer desirable in the conduct of such Loan Party’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Loan Party will give notice quarterly of any such abandonment to the Administrative Agent.
(ii) If the result of such abandonment, invalidity, unenforceability or any other action is reasonab...
As to Intellectual Property. (a) The Borrower will, and will cause each of its Subsidiaries to, take all actions necessary to ensure that no intellectual property lapses, becomes abandoned, dedicated to the public, invalid, unenforceable or subject to any adverse determination or development (including the institution of, or any adverse determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court), unless the Borrower shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of such intellectual property is of negligible economic value to the Borrower or any such Subsidiary or (ii) have a valid business purpose (exercised in the ordinary course of business that is consistent with past practice).
(b) In no event shall the Borrower, any of its Subsidiaries or any of their agents, employees, designees or licensees file an application for the registration of any intellectual property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Administrative Agent, and upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s first priority security interest in such intellectual property and the goodwill and general intangibles of the Borrower and each of its Subsidiaries relating thereto or represented thereby.
(c) The Borrower and each of its Subsidiaries will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any intellectual property, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and Taxes (except to the extent that dedication, abandonment or invalidation is permitted under clause (a)).
As to Intellectual Property. A schedule of domestic and foreign patents and patent applications, a schedule of trademark and trade names, a schedule of copyrights, a description of important technical know-how, a description of methods used to protect trade secrets and know-how, any "work for hire" agreements, a schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the AS Capital any patent clearance documents, a schedule and summary of any claims or threatened claims by or against the AS Capital regarding intellectual property,
As to Intellectual Property. (a) On a continuing basis, the Borrower will, at the expense of the Borrower, subject to any prior licenses, encumbrances and restrictions and prospective licenses, encumbrances and restrictions permitted hereunder, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places, all such instruments, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary or advisable by the Lender (i) to carry out the intent and purposes of this Agreement, (ii) to assure and confirm to the Lender the grant or perfection of a first priority security interest in the Intellectual Property Collateral for the benefit of the Lender or (iii) to enable the Lender to exercise and enforce its rights and remedies hereunder with respect to any Intellectual Property Collateral. Without limiting the generality of the foregoing, the Borrower (i) will not enter into any agreement that would impair or conflict with the Borrower's obligations hereunder, (ii) will, from time to time, upon the Lender's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as the Lender may reasonably specify and take or cause to be taken such other action and adopt such procedures as the Lender may reasonably specify to give notice of or to perfect the security interest in the Intellectual Property Collateral intended to be created hereby, (iii) will, promptly following its becoming aware thereof, notify the Lender of (A) any materially adverse determination in any proceeding in the United States Patent and Trademark Office or United States Copyright Office or comparable foreign bodies or (B) the institution of any proceeding or any adverse determination in, any federal, state, local or foreign court or administrative bodies, regarding the Borrower's claim of ownership in or right to use any of the Intellectual Property Collateral, its right to register the same, or its right to keep and maintain such registration; provided, however, that the Borrower shall have no obligation to provide any information to the Lender that might constitute a waiver of Borrower's attorney-client privilege, (iv) will properly maintain and care for the Intellectual Property Collateral to the extent necessary for the conduct of the Borrower's business and consistent with Borrower's current practice, (v) will not grant or permi...
As to Intellectual Property. (a) Subject to Section 10(c) below, with respect to its intellectual property, each Grantor will execute or otherwise authenticate an intellectual property security agreement, in a form and substance satisfactory to the Collateral Trustee, for recording the security interest granted hereunder to the Collateral Trustee in such intellectual property with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such intellectual property.
(b) Subject to Section 10(c) below, should any Grantor obtain an ownership interest in any item of the type set forth in Section 2(f) that is not on the date hereof a part of the intellectual property:
(i) this Agreement shall automatically apply thereto, and
(ii) any such item and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the intellectual property subject to this Agreement.
(c) This Section 10 shall only be applicable upon the occurrence and during the continuance of an Event of Default. Each Grantor shall give prompt written notice to the Collateral Trustee identifying such items, and such Grantor shall execute and deliver to the Collateral Trustee with such written notice, or otherwise authenticate, an intellectual property security agreement supplement in form and substance satisfactory to the Collateral Trustee covering such items, which supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such items.
As to Intellectual Property. (a) With respect to its Intellectual Property, each Grantor will execute or otherwise authenticate an Intellectual Property security agreement, in form and substance satisfactory to the Administrative Agent, for recording the security interest granted hereunder to the Administrative Agent in such Intellectual Property, material to the operations of such Grantor, with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property, provided however that such recording of security interest with the U.S. Patent and Trademark Office and/or U.S. Copyright Office shall only cover United States federal registered Patents, Copyrights or Trademarks, as applicable.
(a) Should any Grantor obtain an ownership interest in any item of the type set forth in Section 2(i) that is not on the date hereof a part of the Intellectual Property:
(i) this Agreement shall automatically apply thereto, and
(ii) any such item and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property subject to this Agreement.
(b) This Section shall only be applicable upon the occurrence and during the continuance of an Event of Default. Each Grantor shall give prompt written notice to the Administrative Agent identifying such items, and such Grantor shall execute and deliver to the Administrative Agent with such written notice, or otherwise authenticate, an intellectual property security agreement supplement in form and substance satisfactory to the Administrative Agent covering such items, which supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such items.
