Common use of Assignor's Covenants Clause in Contracts

Assignor's Covenants. On a continuing basis, Assignor will 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 security agreements, and take all such action as may be deemed necessary or desirable by Assignee to carry out the intent and purposes of this Assignment, or for assuring and confirming to Assignee the grant or perfection of a security interest in all Intellectual Property. Without limiting the generality of the foregoing sentence, Assignor: (a) will not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; (b) will, upon the written request of Assignee, use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Intellectual Property; (c) authorizes Assignee in its sole discretion to modify this Assignment without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which Assignor no longer has or claims any right, title or interest; (d) will, from time to time, upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may specify, and take or cause to be taken such other action and adopt such procedures as Assignee may specify to give notice of or to perfect the security interest in the Intellectual Property intended to be created hereby; (e) will at all times keep at least one complete set of its records concerning all of the Intellectual Property at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Assignee at least 30 days prior written notice thereof; (f) will promptly, following its becoming aware thereof, notify Assignee of the institution of, or any adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Intellectual Property; (g) concurrently with the filing of an application for any Intellectual Property, will execute, deliver and record (i) in all places where this Assignment is recorded an appropriate Patent Collateral Assignment and Security Agreement, substantially in the form hereof, with appropriate insertions to the extent of its interest therein, and (ii) such appropriate financing statements as may be necessary in order to perfect and preserve the security interest and assignment granted thereby; (h) will not permit the inclusion in any contract to which it becomes a party of any provisions which could in any way reasonably be expected to impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Intellectual Property acquired under such contracts; (i) will properly maintain the Intellectual Property; (j) will not grant any security interest in any Intellectual Property except in the name of Assignee; (k) except as provided in Section 9 hereof, will not sell, license or contract for sale or otherwise dispose of any Intellectual Property; (l) will, upon any officer of Assignor obtaining knowledge thereof, promptly notify Assignee of any event which materially adversely affects the value of any Intellectual Property, the ability of Assignor or Assignee to dispose of any of the Intellectual Property or the rights and remedies of Assignee in relation thereto including, without limitation, the levy of any legal process against any of the Intellectual Property; (m) will, until Assignee exercises its rights to make collection, diligently keep reasonable records respecting the Intellectual Property; (n) will promptly notify Assignee of any suspected infringement of any of the Intellectual Property by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and (o) will apply proper statutory patent notice to all products covered by the Intellectual Property.

Assignor's Covenants. On a continuing basis, the Assignor will shall 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 security agreements, and take all such action as may reasonably be deemed necessary or desirable advisable by the Assignee to carry out the intent and purposes of this Assignment, or for assuring and confirming to the Assignee the grant or perfection of a security interest in all Intellectual Propertyof the Patents. Without limiting the generality of the foregoing sentence, Assignor: the Assignor (ai) will shall not enter into any agreement which would or might in any way materially impair or conflict with the Assignor's obligations hereunder without the Assignee's prior written consent; consent (bwhich consent shall not be unreasonably withheld); (ii) will, upon the written request of the Assignee, shall use its best reasonable efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to the Assignee with respect to the Intellectual Property; Patents; (ciii) authorizes Assignee in its sole discretion to modify this Assignment without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which Assignor no longer has or claims any right, title or interest; (d) willshall, from time to time, upon the Assignee's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as the Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as the Assignee may reasonably specify to give notice of or to perfect the security interest in the Intellectual Property Patents intended to be created hereby; ; (eiv) will shall at all times keep at least one complete set of its records concerning all of the Intellectual Property Patents at its chief executive office or principal place of business as set forth above and will shall not change the location of its chief executive office or such records without giving the Assignee at least 30 days thirty (30) days' prior written notice thereof; ; (fv) will shall promptly, following its becoming aware thereof, notify the Assignee of the institution of, or any adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Intellectual Property; (g) concurrently with the filing of an application for any Intellectual Property, will execute, deliver and record (i) in all places where this Assignment is recorded an appropriate Patent Collateral Assignment and Security Agreement, substantially in the form hereof, with appropriate insertions to the extent of its interest therein, and (ii) such appropriate financing statements as may be necessary in order to perfect and preserve the security interest and assignment granted thereby; (h) will not permit the inclusion in any contract to which it becomes a party of any provisions which could in any way reasonably be expected to impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Intellectual Property acquired under such contracts; (i) will properly maintain the Intellectual Property; (j) will not grant any security interest in any Intellectual Property except in the name of Assignee; (k) except as provided in Section 9 hereof, will not sell, license or contract for sale or otherwise dispose of any Intellectual Property; (l) will, upon any officer of Assignor obtaining knowledge thereof, promptly notify Assignee of any event which materially adversely affects the value of any Intellectual Property, the ability of Assignor or Assignee to dispose of any of the Intellectual Property or the rights and remedies of Assignee in relation thereto including, without limitation, the levy of any legal process against any of the Intellectual Property; (m) will, until Assignee exercises its rights to make collection, diligently keep reasonable records respecting the Intellectual Property; (n) will promptly notify Assignee of any suspected infringement of any of the Intellectual Property by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and (o) will apply proper statutory patent notice to all products covered by the Intellectual Property.the

Assignor's Covenants. On a continuing basisbasis and at the request of Assignee, Assignor will shall 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 security agreements, and take all such action as may be deemed necessary or desirable advisable by Assignee to carry out the intent and purposes of this AssignmentAgreement, or for assuring and confirming to Assignee the grant or perfection of a security interest in all Intellectual PropertyCollateral. Without limiting the generality of the foregoing sentence, Assignor: Assignor (ai) will shall not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; ; (bii) will, upon the written request of Assignee, shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Intellectual Property; Collateral; (ciii) authorizes Assignee in its sole discretion to modify this Assignment Agreement without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto thereof to include a reference to any right, title or interest in any existing Intellectual Property or U.S. Registration and any Intellectual Property U.S. Registration acquired by Assignor 70 after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property U.S. Registration in which Assignor no longer has or claims any right, title or interest; ; (div) willshall, from time to time, time upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Assignee may reasonably specify to give notice of or to perfect the security interest in the Intellectual Property Collateral intended to be created hereby; ; (ev) will shall at all times keep at least one complete set of its records concerning substantially all of the Intellectual Property Trademarks at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Assignee at least 30 days thirty (30) days' prior written notice thereof; ; (fvi) will shall promptly, following its becoming aware thereof, notify Assignee of the institution of, or any adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Intellectual Property; Collateral; (gvii) concurrently with shall promptly notify Assignee of the filing of an application for registration of any Intellectual Property, will execute, deliver and record trademark; (iviii) in all places where this Assignment is recorded an appropriate Patent Collateral Assignment and Security Agreement, substantially in the form hereof, with appropriate insertions to the extent of its interest therein, and (ii) such appropriate financing statements as may be necessary in order to perfect and preserve the security interest and assignment granted thereby; (h) will shall not permit the inclusion in any contract to which it becomes a party of any provisions which could or might in any way reasonably be expected to impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; ; (iix) will shall properly maintain and care for the Intellectual Property; Collateral; (jx) will shall not grant any security interest in any Intellectual Property Collateral (other than Permitted Liens) except in the name of Assignee; ; (kxi) except as provided in Section 9 hereof, will shall not sell, license license, or contract for sale or otherwise dispose of any Intellectual Property; Collateral except as may be permitted by the Credit Agreement; (lxii) will, upon any officer of Assignor obtaining knowledge thereof, shall promptly notify Assignee of any event which materially adversely affects the value of any Intellectual PropertyCollateral, the ability of Assignor or Assignee to dispose of any of the Intellectual Property Trademarks or the rights and remedies of Assignee in relation thereto including, without limitation, the levy of any legal process against any of the Intellectual Property; Collateral; (mxiii) will, until Assignee exercises its rights to make collection, shall diligently keep reasonable records respecting the Intellectual Property; Collateral; (nxiv) will shall promptly notify Assignee of any suspected infringement of any of the Intellectual Property Trademarks by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and and (oxv) will apply shall use proper statutory patent notice to all products covered by in conjunction with each of the Intellectual PropertyU.S. Registrations.

Assignor's Covenants. On a continuing basisbasis and at the request of Assignee, Assignor will shall 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 security agreements, and take all such action as may be deemed necessary or desirable advisable by Assignee to carry out the intent and purposes of this AssignmentAgreement, or for assuring and confirming to Assignee the grant or perfection of a security interest in all Intellectual PropertyCollateral. Without limiting the generality of the foregoing sentence, Assignor: Assignor (ai) will shall not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; ; (bii) will, upon the written request of Assignee, shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Intellectual Property; Collateral; (ciii) authorizes Assignee in its sole discretion to modify this Assignment Agreement without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto thereof to include a reference to any right, title or interest in any existing Intellectual Property or U.S. Registration and any Intellectual Property U.S. Registration acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property U.S. Registration in which Assignor no longer has or claims any right, title or interest; ; (div) willshall, from time to time, time upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Assignee may reasonably specify to give notice of or to perfect the security interest in the Intellectual Property Collateral intended to be created hereby; ; (ev) will shall at all times keep at least one complete set of its records concerning substantially all of the Intellectual Property Trademarks at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Assignee at least 30 days thirty (30) days' prior written notice thereof; ; (fvi) will shall promptly, following its becoming aware thereof, notify Assignee of the institution of, or any adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Intellectual Property; Collateral; (gvii) concurrently with shall promptly notify Assignee of the filing of an application for registration of any Intellectual Property, will execute, deliver and record trademark; (iviii) in all places where this Assignment is recorded an appropriate Patent Collateral Assignment and Security Agreement, substantially in the form hereof, with appropriate insertions to the extent of its interest therein, and (ii) such appropriate financing statements as may be necessary in order to perfect and preserve the security interest and assignment granted thereby; (h) will shall not permit the inclusion in any contract to which it becomes a party of any provisions which could or might in any way reasonably be expected to impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; ; (iix) will shall properly maintain and care for the Intellectual Property; Collateral; (jx) will shall not grant any security interest in any Intellectual Property Collateral (other than Permitted Liens) except in the name of Assignee; ; (kxi) except as provided in Section 9 hereof, will shall not sell, license license, or contract for sale or otherwise dispose of any Intellectual Property; Collateral except as may be permitted by the Credit Agreement; (lxii) will, upon any officer of Assignor obtaining knowledge thereof, shall promptly notify Assignee of any event which materially adversely affects the value of any Intellectual PropertyCollateral, the ability of Assignor or Assignee to dispose of any of the Intellectual Property Trademarks or the rights and remedies of Assignee in relation thereto including, without limitation, the levy of any legal process against any of the Intellectual Property; Collateral; (mxiii) will, until Assignee exercises its rights to make collection, shall diligently keep reasonable records respecting the Intellectual Property; Collateral; (nxiv) will shall promptly notify Assignee of any suspected infringement of any of the Intellectual Property Trademarks by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and and (oxv) will apply shall use proper statutory patent notice to all products covered by in conjunction with each of the Intellectual PropertyU.S. Registrations.