Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during the period where such Patent constitutes Material Intellectual Property) may become invalidated or dedicated to the public. Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark that constitutes Material Intellectual Property (and solely during the period where such Trademark constitutes Material Intellectual Property), (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark and (iii) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (c) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely to become abandoned, forfeited or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to any pending application to register any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual Property, or its right to register the same, or to keep and maintain the same. (d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and in any event within sixty (60) days of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of such occurrence, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated. (f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral. (h) To each Grantor’s knowledge, on and as of the date hereof, such Grantor is not infringing upon any patent, trademark or copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor's business may become invalidated or dedicated to the public. , and agrees that it shall continue to mark any products covered by a Patent with the relevant xxxent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor's business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonusenon-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the Office, United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any country regarding such Grantor's ownership of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual Property, or its right to register the same, or to keep and maintain the same. Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to the prosecution of any application in the United States Patent and Trademark Office, United States Copyright Office or similar office in any other jurisdiction.
(de) Each At the end of each fiscal quarter, each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by shall promptly provide the Collateral Agent with a document listing any new application or registration for any other Person)Patent, execute and deliver any and all agreements, instruments Trademark or documents analogous to the agreements, instruments Copyright that was filed by or documents that on behalf of such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and or in any event within sixty (60) days of other country or any political subdivision thereof since the last such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent document was provided to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of by such occurrenceGrantor, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s 's security interest in such Patent, Trademark or Copyright or application thereforCopyright, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or and Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor's business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx sue for infringement, misappropriation or dilution and to recover xxcover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate and consistent with its reasonable business judgment under the circumstances to protect such Collateral.
(h) To each Grantor’s 's knowledge, on and as of the date hereof, (i) except as set forth in Schedule V annexed hereto, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 15(a) and 15(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any patentCopyright, trademark Patent or copyright Trademark of any other Person other than such infringement that, individually or in the aggregate, that would not (or would could not reasonably be expected to) result in a Collateral Material Adverse Effect with respect to Intellectual Property and (iii) no proceedings have been instituted or are currently pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation, except as may be set forth in Schedule V.
(i) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor’s business may become invalidated or dedicated to the public. , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonusenon-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the Office, United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) country regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that . Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge prosecution of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest application in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any political subdivision of the United Statesother jurisdiction.
(e) In At the event that end of each fiscal quarter, each Grantor shall promptly provide the Collateral Agent with a document listing any Grantor, either itself new application or through any agent, employee, licensee or designee, files an application registration for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (that was filed by or for the registration on behalf of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and in any event within sixty (60) days of since the last such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent document was provided to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of by such occurrenceGrantor, and and, shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Patent, Trademark or Copyright or application thereforCopyright, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or and Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate and consistent with its reasonable business judgment under the circumstances to protect such Collateral.
(h) To each Grantor’s knowledge, on and as of the date hereof, (i) except as set forth in Schedule V annexed hereto, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 15(a) and 15(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any patentCopyright, trademark Patent or copyright Trademark of any other Person other than such infringement that, individually or in the aggregate, that would not (or would could not reasonably be expected to) result in a Collateral Material Adverse Effect with respect to the Intellectual Property and (iii) no proceedings have been instituted or are currently pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation, except as may be set forth in Schedule V.
(i) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as determined by such Grantor’s reasonable business judgment, each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor’s business may become invalidated or dedicated to the public. Each , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Except as determined by such Grantor’s reasonable business judgment, each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Except as determined by such Grantor’s reasonable business judgment, each Grantor (either itself or through licensees) will, for each work covered by a material registered Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any materially adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Officecountry) regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the Office or United States Copyright Office Office, or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Propertyor in any other country or any political subdivision thereof, such Grantor shall promptly (and in any event within sixty (60) days of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent (within at least three months of such occurrence, the initial filing thereof) and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest interests in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms Section 8.16 of this SectionAgreement, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings with prior written notice to such Grantor solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the Office or United States Copyright Office Office, or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its commercially reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a material Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its commercially reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s actual knowledge, on and as of the date hereof, such Grantor is not infringing upon any patentPatent, trademark Trademark or copyright Copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect material adverse effect on the value or utility of the Collateral consisting of Intellectual Property or any portion thereof material to the use and operation of the Collateral and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
(i) Upon and during the continuance of an Event of Default, each Grantor shall upon the written request of the Collateral Agent use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designees. Notwithstanding anything herein to the contrary, any Grantor may, for commercially reasonable cause, abandon or allow to become lost or dedicated to the public any Patent, Trademark or Copyright.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Other than Patents determined by the Grantor, in the exercise of its reasonable business judgment, to be no longer material to the conduct of the business, each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor's business may become invalidated or dedicated to the public. Each , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Other than Trademarks determined by the Grantor, in the exercise of its reasonable business judgment, to be no longer material to the conduct of the business, each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor's business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Other than Copyrights determined by the Grantor, in the exercise of its reasonable business judgment, to be no longer material to the conduct of the business, each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Officecountry) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that Where any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office Office, or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Propertyor in any other country or any political subdivision thereof, such Grantor shall promptly (and in any event within sixty (60) 30 days of such filing or acquisitionreceipt of any certificate of issuance of registration, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) notify inform the Collateral Agent of such occurrencefiling, and shall upon the request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s 's security interest in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks Trademarks, and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its commercially reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of the business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s 's knowledge, on and as of the date hereof, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 14(a) and 14(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any patentCopyright, trademark Patent or copyright Trademark of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect material adverse effect on the value or utility of the Collateral consisting of Intellectual Property or any portion thereof material to the use and operation of the Collateral and (iii) no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s 's knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
(i) Upon and during the continuance of an Event of Default, each Grantor shall upon the written request of the Collateral Agent use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee. Notwithstanding anything herein to the contrary, any Grantor may, for (i) commercially reasonable cause, or (ii) in the exercise of its reasonable judgment, abandon or allow to become lost or dedicated to the public any Patent, Trademark or Copyright.
Appears in 1 contract
Samples: Security Agreement (Consolidated Communications Illinois Holdings, Inc.)
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor’s business may become invalidated or dedicated to the public. , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonusenon-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the Office, United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) country regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same. Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to the prosecution of any application in the United States Patent and Trademark Office, United States Copyright Office or similar office in any other jurisdiction.
(de) Each At the end of each fiscal quarter, each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by shall promptly provide the Collateral Agent with a document listing any new application or registration for any other Person)Patent, execute and deliver any and all agreements, instruments Trademark or documents analogous to the agreements, instruments Copyright that was filed by or documents that on behalf of such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and or in any event within sixty (60) days of other country or any political subdivision thereof since the last such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent document was provided to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of by such occurrenceGrantor, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Patent, Trademark or Copyright or application thereforCopyright, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or and Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate and consistent with its reasonable business judgment under the circumstances to protect such Collateral.
(h) To each Grantor’s knowledge, on and as of the Original Effective Date and the date hereof, (i) except as set forth in Schedule V annexed hereto, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 15(a) and 15(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any patentCopyright, trademark Patent or copyright Trademark of any other Person other than such infringement that, individually or in the aggregate, that would not (or would could not reasonably be expected to) result in a Collateral Material Adverse Effect with respect to Intellectual Property and (iii) no proceedings have been instituted or are currently pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation, except as may be set forth in Schedule V.
(i) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as determined by such Grantor's reasonable business judgment, each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor's business may become invalidated or dedicated to the public. Each , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Except as determined by such Grantor's reasonable business judgment, each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor's business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Except as determined by such Grantor's reasonable business judgment, each Grantor (either itself or through licensees) will, for each work covered by a material registered Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws.
(d) Each Grantor shall notify the each Collateral Agent as soon as reasonably practicable if it knows that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any materially adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Officecountry) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the Office or United States Copyright Office Office, or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Propertyor in any other country or any political subdivision thereof, such Grantor shall promptly (and in any event within sixty (60) days of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) notify the each Collateral Agent of such occurrence, thereof and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s Agents' security interest interests in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the each Collateral Agent as its attorney-in-fact to execute and file such writings with prior written notice to such Grantor solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminatedirrevocable.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the Office or United States Copyright Office Office, or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its commercially reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows has reason to believe that any Collateral consisting of a material Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the each Collateral Agent and shall, if consistent with its commercially reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s 's knowledge, on and as of the date hereof, such Grantor is not infringing upon any patentPatent, trademark Trademark or copyright Copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect material adverse effect on the value or utility of the Collateral consisting of Intellectual Property or any portion thereof material to the use and operation of the Collateral and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s 's knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
(i) Upon and during the continuance of an Event of Default, each Grantor shall upon the written request of the Collateral Agent use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agents or their designees. Notwithstanding anything herein to the contrary, any Grantor may, for commercially reasonable cause, abandon or allow to become lost or dedicated to the public any Patent, Trademark or Copyright.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. Each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonusenon-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(c) under applicable copyright laws. Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the Office, United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) country regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that . Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to all Material Intellectual Property owned by such the prosecution of any application in the United States Patent and Trademark Office, United States Copyright Office or similar office in any other jurisdiction. At the end of each fiscal quarter, each Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by shall promptly provide the Collateral Agent with a document listing any new application or registration for any other Person)Patent, execute and deliver any and all agreements, instruments Trademark or documents analogous to the agreements, instruments Copyright that was filed by or documents that on behalf of such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and or in any event within sixty (60) days of other country or any political subdivision thereof since the last such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent document was provided to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of by such occurrenceGrantor, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Patent, Trademark or Copyright or application thereforCopyright, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated.
(f) irrevocable. Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment and the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or and Copyrights that that constitutes Material Intellectual Propertyis material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) . In the event that any Grantor knows has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, and such infringement, misappropriation or dilution is expected to have a material adverse effect on such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate and consistent with its reasonable business judgment under the circumstances to protect such Collateral.
(h) . To each Grantor’s knowledge, on and as of the date hereof, (i) except as set forth in Schedule V annexed hereto, there is no material violation by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 15(a) and 15(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor, (ii) such Grantor is not infringing upon any patentCopyright, trademark Patent or copyright Trademark of any other Person other than such infringement that, individually or in the aggregate, that would not (or would could not reasonably be expected to) result in a Material Adverse Effect with respect to Intellectual Property and (iii) no proceedings have been instituted or are currently pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation, except as may be set forth in Schedule V. Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during which is material to the period where conduct of such Patent constitutes Material Intellectual Property) Grantor’s business may become invalidated or dedicated to the public. , and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.
(b) Each Grantor (either itself or through its licensees or its sublicenseessublicenses) will, for each Trademark that constitutes Material Intellectual Property (and solely during material to the period where conduct of such Trademark constitutes Material Intellectual Property)Grantor’s business, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonusenon- use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely material to the conduct of its business may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the Office, United States Copyright Office (other than, with respect to or any pending application to register court or similar office of any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) country regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual PropertyCopyright, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that . Notwithstanding the foregoing, the Grantors shall not be obligated to notify the Collateral Agent of any determinations or developments regarding any Patent, Trademark or Copyright in any ex-parte proceeding with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge prosecution of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest application in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any political subdivision of the United Statesother jurisdiction.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and in any event within sixty (60) days of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) notify the Collateral Agent of such occurrence, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s knowledge, on and as of the date hereof, such Grantor is not infringing upon any patent, trademark or copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
Appears in 1 contract
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, not do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during is in such Grantor's reasonable judgment material to the period where such Patent constitutes Material Intellectual Property) conduct of the Loan Parties' business, taken as a whole, may become invalidated or dedicated to the public. .
(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark that constitutes Material Intellectual Property (and solely during is in such Grantor's reasonable judgment material to the period where such Trademark constitutes Material Intellectual Property)conduct of the Loan Parties' business, taken as a whole, use its commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law and (iiiiv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effectrights.
(c) Each Grantor will, for each work covered by a Copyright that is in such Grantor's reasonable judgment material to the conduct of the Loan Parties' business, taken as a whole, publish, reproduce, display, adopt and distribute such work with such appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent as soon as reasonably practicable if it knows or has reason to know that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely in such Grantor's reasonable judgment material to the conduct of the business of the Loan Parties, taken as a whole, may become abandoned, forfeited lost or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to any pending application to register any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual Propertymaterial to the conduct of its business, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person), execute and deliver any and all agreements, instruments or documents analogous to the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Effective Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual PropertyStates, such Grantor shall promptly (and in any event within sixty (60) days with the delivery of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreement) its quarterly financial statements notify the Collateral Agent of such occurrencethereof, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Collateral Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Agent’s 's security interest in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Propertyin such Grantor's reasonable judgment is material to the conduct of the business of the Loan Parties, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s 's knowledge, on and as of the date hereof, such Grantor is not infringing upon any patentPatent, trademark Trademark or copyright Copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) to result in a Material Adverse Effect and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s 's knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
(h) Upon and during the continuance of an Event of Default, each Grantor shall upon the written request of the Collateral Agent use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee. Notwithstanding anything herein to the contrary, any Grantor may, for commercially reasonable cause, abandon, fail to maintain or allow to become lost or dedicated to the public any Patent, Trademark or Copyright if doing so would not violate Section 5.03 of the Credit Agreement.
Appears in 1 contract
Samples: Security Agreement (Spirit AeroSystems Holdings, Inc.)
Certain Covenants and Provisions Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or knowingly omit to do any act, whereby any Patent that constitutes Material Intellectual Property (and solely during the period where such Patent constitutes Material Intellectual Property) may become invalidated or dedicated to the public. .
(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark that constitutes Material Intellectual Property (and solely during the period where such Trademark constitutes Material Intellectual Property), (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for nonuse, (ii) maintain the quality of products and services offered under such Trademark and (iii) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights in a manner that, in each case, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
(c) Each Grantor shall notify the Collateral Administrative Agent as soon as reasonably practicable if it knows that any Patent, Trademark or Copyright that constitutes Material Intellectual Property becomes or is reasonably likely to become abandoned, forfeited or dedicated to the public, or of any adverse determination or development including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office (other than, with respect to any pending application to register any Patent, Trademark or Copyright, routine office actions or other determinations or developments in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office) regarding such Grantor’s ownership of any Patent, Trademark or Copyright that constitutes Material Intellectual Property, or its right to register the same, or to keep and maintain the same.
(d) Each Grantor hereby agrees that with respect to all Material Intellectual Property owned by such Grantor on the date hereof, it will, if such Grantor is also requested by the Credit Facility Administrative Agent to take the analogous actions pursuant to the Credit Facility Security Agreement (or, after the Discharge of Credit Agreement Obligations, such Grantor will take such actions without further request or demand by the Collateral Agent or any other Person)Agent, execute and deliver any and all agreements, instruments or documents analogous to as the agreements, instruments or documents that such Grantor is executing and delivering pursuant to the Credit Facility Security Agreement Administrative Agent may reasonably request to evidence (or, after the Discharge of Credit Agreement Obligations, agreements, instruments or documents necessary to evidence) the Collateral Administrative Agent’s security interest in such Intellectual Property, which agreements, instruments or documents may be filed with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States.
(e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for or, following the Closing Date, becomes the registered owner of, any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States that constitutes Material Intellectual Property, such Grantor shall promptly (and in any event within sixty (60) days of such filing or acquisition, or, unless the Discharge of Credit Agreement Obligations has occurred, or such longer time as such Grantor has been granted by the Credit Facility Administrative Agent to perform the analogous actions under the Credit Facility Security Agreementmay agree in its discretion) notify the Collateral Administrative Agent of such occurrence, and shall execute and deliver any and all agreements, instruments, documents and papers (including, without limitation, Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements, as applicable) analogous to as the agreements, instruments, documents and papers as such Grantor is delivering pursuant to the Credit Facility Security Agreement Administrative Agent may reasonably request to evidence (or, if the Discharge of Credit Agreement Obligations has occurred, agreements, instruments or documents necessary to evidence) the Collateral Administrative Agent’s security interest in such Patent, Trademark or Copyright or application therefor, and in the event of such Grantor’s failure to notify of such occurrence, or execute or deliver such materials to the Collateral Administrative Agent pursuant to the terms of this Section, each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings solely for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until this Agreement is terminated.
(f) Each Grantor will take all reasonably necessary steps that are consistent with its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States to maintain and pursue each application relating to the Patents, Trademarks and/or Copyrights that constitutes Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks or Copyrights that that constitutes Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(g) In the event that any Grantor knows that any Collateral consisting of a Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Administrative Agent and shall, if consistent with its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.
(h) To each Grantor’s knowledge, on and as of the date hereof, such Grantor is not infringing upon any patent, trademark or copyright of any other Person other than such infringement that, individually or in the aggregate, would not (or would not reasonably be expected to) result in a Material Adverse Effect and no proceedings have been instituted or are pending against such Grantor or, to such Grantor’s knowledge, threatened, and no claim against such Grantor has been received by such Grantor, alleging any such violation.
Appears in 1 contract
